The Roses Guardian
by Grandtheftfandom
Summary: The world had legends, some everyone knew. The Maidens, The Silver Eyed Warriors were a few. But legends, no matter how grand would inevitably be replaced. When she told him she would become a hero, there was no doubt in his mind she would succeed. She would become a legend the likes of which Remnant had never seen. He, well he was just her simple guardian. (Formerly Midnight Rose)
1. Chapter 1

**A/N: Hello! For those of you who don't know I'm mostly known as Grand on here and I am a writer of dragons and cats, interesting ends of the spectrum aren't they? Ignoring my other stories this isn't the first RWBY fiction to ever be on my account, some of you may recognize me from a period when I adopted 'A Wolf Among Hunters.' but after doing so I was pretty much endlessly flamed for continuing the story and the original author took it back although I don't think he's reuploaded it yet, this is the first original RWBY fiction that will be gloriously displayed on this site!**

* * *

A small girl breathed heavily as she rounded a corner at the end of a hallways and flattened her back to the wall as she peered around, the girl was young around three or four years of age, her face still held the chubbiness that accompanied a toddler her hair was quite short, bangs only barely reaching the center of her forehead, she wore a dark crimson dress that reached passed her knees her shoes had long since been discarded. Her silver eyes glinted mischievously as she heard the patter of footsteps moving down the hall after her quickly.

This was it, everything boiled down to the next few seconds she took a heavy intake of air as she bounced around the corner with a load roar, lifting her hands into the air to make herself larger and appear more like a bear.

Only the hallway was empty, she blinked in confusion as her face blanked and her arms slowly fell to her sides, she frowned and looked around herself, she had planned it all perfectly she had definitely heard the sound of footsteps but there was no one there.

Her eyes widened in a sudden fearful realization "What am I going to do if we have a ghost?!" She exclaimed loudly.

Something bopped against the back of her head lightly and she jumped three feet into the air and let out a terrified scream.

"Ow! Okay, I'm sorry, stop screaming! Please!" The girl calmed upon realizing it was a human, well sort of, that had bopped her.

The small boy pouted and rubbed at the ears atop his head with a wince, a few tears sticking to the sides of his eyes as his cheeks puffed "I still won though."

The girl stared at him for a moment and her eyes widened "No! Again, how'd you do it this time?! You like completely disappeared!"

"It's a secret." The boy's grin was a large lopsided smirk, his hair was dark, almost appearing black, but in the occasional twist of lighting you'd be able to find blue in it, two small fluffy wolf ears twitched on his head, his finger pressed over his lips hiding most of his teeth bar his extended canines and his gold eyes glowed slightly clearly pleased with his mischief.

He jumped to his feet and dusted off his shirt, her wore a simple patternless black tee and black cargo shorts, like the girl his shoes had long since been discarded "What's the count now? Twenty to two?"

"Har har, very funny," The girl crossed her arms and huffed "I won the last game so now we are all tied up!"

"I'm not tied up," The boy replied, confusion twisting his face he threw his arms around for emphasis "What do you mean?"

"I heard big sis say it I'm pretty sure it's another way of saying we are even." The girl frowned as she spoke, clearly unsure herself.

"So we are even?" The boy tilted his head "Why not just say that then? Stop trying to sound grown up."

"I don't need to try to sound grown up," The girl snapped in reply before smiling smugly "I drink milk."

The boy made a sound similar to throwing up "That's why I don't understand humans, how do you even drink that stuff?!"

"Huh?! You like it with chocolate in it, it's the same!" The girl argued.

"No it's not it has chocolate in it, so it's tasty normal milk is yuck!" The boy shot back.

"You're the one who will regret it when I'm taller than you!" The girl teased.

"If all you had to do was drink milk to grow you'd already be taller than me stupid!" The boy pulled at his eye and stuck his tongue out.

The girl looked mortified "The one who calls people stupid is stupid!" She snapped at him as he bolted away from her and she gave chase.

He rounded the corner with a laugh before he heard a footfall in front of him and his head snapped around in time for his vision to fill with black and immediately after that he was looking at the ceiling, very clearly confused as he stared at the expanse of white.

"Oh, sorry," The black thing he had run into spoke?! His gaze flicked down, oh, no, he'd just bumped into someone wearing black pants, now that he thought about it that made much more sense "Can you get up?"

He didn't have a physical limitation stopping him from getting up, in fact the floor was strangely comfortable, maybe he should sleep on the floor more so in response he just nodded his head slowly.

"Are you going to?" The person asked in confusion.

The boy just shook his head in response "I'm tired and If I get up Ruby will want to play another game and then she will get to pick cause I won the last one and then I'll have to go home and she will be on in the lead."

The man's face twisted into clear confusion as he listened to the child's, plight? If it could be called that, he had a hard time understanding children, should he give advice? Walk away? Did the kid even need advice, apparently he was just too lazy to get off the floor "Why not just not lose then?"

The boy shot up his fist hit his palm with a light slap "I see!"

He hadn't thought of that? The man paled slightly as he looked up, his eyebrows lifted slightly in surprise.

The boy turned around enough to see what the man was looking at and paled slightly at the sight of Ruby carved a path towards him with a specifically evil look in her eye "Midnight!" She called loudly as she approached him and lifted a bottle full of white liquid.

The boys eyes widened as he attempted to jump to his feet right as she dove forward she pinned him to the ground with a victorious look on her face "I brought your favorite!" She called sweetly.

The old man just observed silently, that tone was sweet it was threatening, actually that's what made it so scary in the first place, the boy whitened three more shades as she lifted the bottle of milk and he stared at it fearfully "I'm sorry!" He shouted loudly

"Call me master." Ruby demanded, the boy glared at her and she shook the milk slightly.

"I'm sorry master!" Midnight shouted quickly.

Ruby seemed to realize they weren't on their own for the first time and looked up in surprise "Uncle!" She shouted happily as she bounced energetically over to him and he caught her hastily she latched onto his arm and grinned widely at him he moved his arm up and down and she didn't move at all, just dangled from him like he was a set of living monkey bars.

"Ruby, you should be a little nicer to your friends." Her uncle scolded, giving the boy a quick look in question.

"But he called me stupid," Ruby argued as she looked down at Midnight "Hah, I'm taller than you now!"

"That's cheating," The boy shot up at her from the ground "You aren't taller than me your using your uncle to make yourself taller it's not the same thing!"

"I'm still above you now stupid." She called from her uncle's shoulder tauntingly, her uncle grabbed her under the arms and placed her on the ground she pouted at him and puffed her cheeks, expecting Midnight to get back at her.

Midnight just frowned at her "Besides, it's normal for boys to be taller than girls you know."

"Really?" Ruby asked excitedly pushing towards him eagerly.

Midnight leaned back away from her "Really?" He glanced at Ruby's uncle for help as he answered unsurely.

Her uncle scratched at the back of his head and sighed as Ruby's head darted between the two in rapid motion, a hopeful look in her eyes "Yeah, sure let's go with that." He replied with a shrug as he continued down the hallway.

"Your uncle's pretty cool." Midnight noted as the man rounded a corner at the end of the hall they were in.

"He's a hero," Ruby exclaimed excitedly "He's just like in the stories, he fights the monsters like bam! and Whoop!" Her arms flew around her animatedly as she spoke.

"So he's amazing?" Midnight asked, her excitement seeming to infect him as he bounced in place.

"He's really amazing!" Ruby exclaimed "And I'm gonna be just like him!"

"Hey no fair! I want to be like him!" Midnight exclaimed

"Well, there are four heroes in all my stories!" Ruby exclaimed "So we can both be heroes!"

"Alright!" The boy shouted excitedly throwing his fist into the air.

"Midnight Ruby, what are you two doing?" The two children turned to the new voice, the girl was a few years older than ruby, her blonde hair was very long hanging almost to the centre of her back her eyes were a light purple and she wore a dark brown coat and black shorts.

"We are gonna be heroes!" Midnight shouted enthusiastically.

"Yeah, like in my stories and like uncle!" Ruby added with a grin.

Yang scratched at her head a moment, maybe she should take it easy with the huntsmen stories, didn't need toddlers getting any crazy ideas "Well, I'm going to go check something out, do the two heroes want to come along?"

The children glanced at each other and nodded "We do!" They replied firmly.

Yang chuckled as she glanced at Ruby's feet "Where are your shoes?"

"Don't know!" Ruby shouted happily as she climbed up her sisters back and slung her legs over either shoulder "And onward our forces go to victory!"

Yang glanced at her sister above her "Stop repeating the things I say without knowing what they mean."

"Why?" Ruby asked innocently.

"Because board games and real life are different." Yang replied with a sigh "Midnight, do you know where your shoes are? I can't carry both of you."

The boy look at her very seriously for a moment before his mouth opened "I do not."

Yang face palmed heavily "Don't be confident about that."

"We can use that!" Ruby pointed at a small red wagon with a grin.

Yang frowned and rested her chin against her fist for a moment "Sure, that will work."

The two kids climbed inside an Yang grabbed the handle and pulled them along behind her as she left.

* * *

There were only so many identical trees a child could look at before getting bored, Ruby yawned loudly and blinked her eyes tiredly "I'm sleepy." She stated

"Heroes don't get tired!" Midnight exclaimed as he yawned loudly and shook his head "I'm not tired." He stated unconvincingly.

"It's okay to take a nap it's not that much further," Yang stated simply, hiding her breathlessness as she walked, why did she think this was a good idea? There was nothing good that could come from her bringing them along and pulling them just made her unnecessarily tired "Besides even heroes sleep."

"Then I'm going to sleep!" Ruby announced happily as she curled into a small ball in the bottom of the wagon, Midnight watched her almost enviously.

"Then I'll keep the monsters away while you sleep." He announced boldly crossing his arms over his chest and scanning the surrounding trees.

"Thank you." Ruby replied tiredly as she fell asleep.

Midnight yawned again and shook his head "It's alright If you sleep too you know." Yang informed him calmly.

He shook his head defiantly "I'm watching for monsters, it'll help you too." He replied quickly as he looked around, his ears twitched and so did his nose.

"I can smell a building." Midnight informed as he screwed up his face "It's smells bad."

"How can a house smell bad?" Yang asked with a frown.

"I don't know, but that's how I would describe the smell, it's bad." Midnight replied scooting forward slightly and looking in front of them curiously.

"Where are we going anyway?" Midnight asked curiously looking up at Yang expectantly.

"I'm looking for my mom." Yang replied plainly, too tired to think up a good lie or excuse.

Midnight remained quiet as he looked around "She's in the bad house?" He asked curiously

"Maybe." Yang replied

"What if she's not?" Midnight asked again

"Then I'll need to find her someplace else." Yang replied

"What if she's like Ruby's mom?" Midnight asked

Yang paused "I am at least sure she isn't…dead."

Midnight pursed his lips a moment "Do you think death hurts?"

"I wouldn't know." Yang replied honestly

Midnights head lulled slightly to the side as he looked and his eyes went a little far off, like he was thinking deeply about something "Do heroes die as well?"

"Sometimes," Yang replied calmly "Sometimes that's how far you need to go, to protect people."

"If Ruby becomes a hero…will she die?" Midnight asked, looking at Yang curiously.

Yang paused and looked down at him "I hope not."

Midnights eyes glowed slightly as he sat up "I'll become the best hero then! I'll protect Ruby and everyone."

Yang ruffled the boys hair with a playful smile "I'll leave it to you then."

He smiled happily before the smile seemed to simply wink out, he pointed ahead of them "The bad house is there."

Yang stopped and let go of the handle of the wagon "Wait here okay?"

Midnight nodded and looked around, his nose twitched as he took slightly longer inhales his ears twitched at every sound, he could hear birds, which was a good sign animals meant the monsters were far away, he watched Yang's back for a moment as she disappeared inside the bad house.

The atmosphere shifted abruptly and Midnights hair stood on end as he looked around, he took another long breath, the bad smell was stronger now and it was everywhere his eyes scanned the trees rapidly as his ears twitched.

Then the birds stopped.

The boys eyes widened and he looked around carefully, they needed to be quiet and hide, he glanced at Ruby still sleeping soundly beside him as if nothing was wrong he got to his feet slowly and hopped out of the wagon he landed with a light thud and he looked around, fear gripped at his stomach and made his fingers numb, he grit his teeth and shook his head roughly as he grabbed a sturdy looking stick from the ground and looked around.

A few moments later Yang emerged from the house, her face marred by irritation as she moved towards Midnight the boy drew her attention and pressed his finger to his mouth in a signal of silence and she frowned and slowed her pace, everything seemed normal to her eyes, but she could feel tension in the atmosphere around them.

She couldn't hear anything.

Her eyes widened when she heard a branch snap and a low growl seeped into the small clearing in front of the house, Midnight paled but the grip on the stick he had tightened until his knuckles whitened.

Yang was tired, her legs and arms were already burning and just breathing was difficult as her head whirled around in time to see a large beowulf lumber out of the trees towards them, followed by a second and finally a third, their red eyes locked on the small group of children and they snarled louder. Yang wasn't sure where the energy came from but in a quick burst of speed she bolted up the small hill and grabbed Ruby from the wagon, the small girl whined quietly as she was jostled around but didn't wake.

Yang slid to a stop and her head snapped around to see Midnight backing away from the beowolves slowly, the stick held out in front of him like a sword, his eyes glowed with an emotion she couldn't quite place and his ears stood straight up on his head, the largest beowulf hesitated a moment before jumping at him and the boy shifted diving to the side, only he was second too slow and the beasts claw dragged across his cheek.

Yang expected him to scream and run, but the sound that broke from the child's throat was a wolf like snarl as he brought his stick down hard, the wood snapped over the bone mask and the beowulf yelped and jumped back, it paused a moment before concluding the boy was unarmed.

"Midnight run!" Yang shouted at him.

The boys nose twitched again and he glanced at the trees to his left before diving out of the way of the beowulf's lunge and darting into the tree's away from Yang and Ruby.

The blonde stared in surprise as she watched the three Grimm carve through the trees after him and she fell to her knees, exhaustion and guilt finally getting the better of her.

* * *

Midnight darted between trees, his heart raced, his legs hurt, his head throbbed specifically around his cheek he didn't need to touch the cut to know it was bleeding he could smell it on himself as he slid underneath a downed log. His nose twitched again as he caught a familiar scent and he switched direction abruptly, the largest of the three beowolves flying over his head and slamming into the trees with a loud yelp, Midnight took a quick glance back and noticed the small monsters seemed to be ignoring him, he rolled over his shoulder grabbed a rock and launched it at them, it struck the small one in the eye and it howled in pain.

The three monsters refocused on him and he opened his mouth "Catch me if you can!" He shouted whilst childishly sticking out his tongue.

He wasn't sure if they even understood him, but they lunged at him again and he took off, keeping himself just out of their reach with his small frame. He rounded a large tree and his vision filled with black before he was staring at a red canopy of leaves.

His exhaustion finally caught up with him and he couldn't manage to lift his head at all, but he had made it, the scent was familiar enough that he didn't have to see who it was to know he had made it, a small cocky grin broke out on his face "I definitely won this one."

* * *

Qrow glanced down at the young faunus and smirked "You did good kid, you've got guts I'll give you that." He leant down and picked the boy up slowly, the boy seemed to have enough strength to clutch at his coat and half support himself even if he was unconscious, the larger beowulf rounded the tree first and swung at him, Qrow's mouth split into a half grin as his hand rotated and his sword flashed up sending the Grimm staggering backwards as Qrow shifted his footing and launched, he spun through cutting the beowulf in half and moving onto the small ones, the closest took a swing at him and he jumped turning over the blow and slicing through the beasts arm, it fell to the ground and quickly disappeared as the beast howled in pain and Qrow turned abruptly and jumped his feet slammed against the back of the third beowulf's head and forced it into the ground as he drove his sword through the back of its neck, he used the bone mask as a kick board and speared forward impaling the final beowulf in the chest and withdrawing his blade and flicking it before sheathing it over his hip.

He pulled the boy away from him and examined the wound on his face, it wasn't that deep but it was likely it would scar before he could attend to it properly, he clicked his tongue and shook the child's shoulders lightly.

Midnights eyes snapped open "The monsters!"

"I got them already," Qrow calmed quickly "You were with Ruby and Yang do you remember where they are?"

"I got the monsters to chase me, they were still at the bad house…I think." Midnight replied tiredly his head lulling down before snapping back upwards "That way." Midnight pointed in a seemingly random direction, but the way his ears twitched and his nose followed suit made Qrow nod quickly.

"Rest up little one, I'll take it from here." Qrow commanded as he gathered the boy on his shoulder quickly and darted through the trees.

* * *

"Ruby you need to be quiet okay?" Yang instructed as the little girl swayed on her feet, waiting for her sister to open the door in front of her eagerly.

"Yes!" Ruby exclaimed loudly before clapping her small hands over her mouth "Okay." She whispered quietly.

Yang chuckled and pushed the door open, Ruby darted inside and jumped onto the seat beside the large bed "When is he gonna wake up?" Ruby asked curiously

"Hopefully soon," Yang answered as she moved her younger sister to her lap and sat down "Why?"

"Cause he's one ahead of me now! I need to get even again before I can take the lead." Ruby complained, quickly forgetting about the rule of quietness.

Yang peered down at her sister as she leaned forward and took a hold of the small boys hand tentatively "Don't you just like him?'

Ruby's hand retreated to her side so quickly Yang could have questioned if it ever moved in the first place "No, boys are gross." She stuck her tongue out for emphasis.

Yang just blanked and looked forward, the difficulties of children.

Midnight hadn't moved since they had gotten home, his face was slightly obscured by the bandage that covered most of his neck and some of his cheek, Ruby yawned loudly as she watched her friend sleep.

"Want to go bed? We can come back here in the morning." Yang asked as she watched her sister.

"No, I'm staying here," Ruby announced resolutely "He protected me from the monster while I was asleep, I have to do the same for him!"

"I protected you quietly at least." The boy complained as his eyes opened and he yawned, Ruby's face split into a grin and she dived forward into a tackling hug.

"It's time we had another match!" The girl exclaimed eagerly.

Midnight pulled the blanket over his nose so just his eyes were visible "No, I want to sleep, I feel like I got hit by a truck."

"You'd be _dead_ if a truck hit you!" Ruby waved off.

"I'm sleepy." Midnight responded firmly as he rolled over.

"You've been asleep _forever_ let's play!" Ruby complained

"It hasn't even been a full day Ruby," Yang interjected "Midnight got hurt he needs to rest properly you don't want him to get worse right?"

Ruby looked at her sister and back at her friend "Fine, you get a free pass until your better," She finally gave in with a pout "But you better be prepared."

Midnight glanced at her out of the corner of his eyes "I'm winning again aren't I?"

"Only because uncle said you should get a point!" Ruby seethed as best she could for a four year old.

"Hey, I definitely earned the point I'm closer to being a hero than you are!" Midnight taunted from under his blanket.

"You are so lucky I already let you off today." Ruby growled before an idea seemed to plant itself in the child's head, if Yang had to explain it would look a lot like a light bulb popped on above her head, Ruby flipped up one side of the blanket and dived under it.

Midnight rolled over and frowned at the girls wide grin before she abruptly rolled atop him and her hands descended to his sides, his eyes shot open and his legs kicked futilely as she tickled his sides.

"S-s-s-stop i-i-it!" He attempted get out between laughs "R-R-Ruby…s-s-stop it…I-I'm serious. Ow." Yang grabbed her sister to stop her and Ruby frowned, Midnight winced slightly and relaxed his jaw, a small line of blood appeared on the bandage on his cheek and Ruby paled slightly at the sight of it.

"Aw man, now I have to get new ones," Midnight complained as the metallic smell of blood reached his nose "Happy?" He asked Ruby, he tilted his head slightly at her appearance.

"Hey," He waved his hand in front of her face and her silver eyes snapped to his "I'm fine, it's barely a scratch!" He exclaimed

She seemed to relax and Midnight smirked "Besides, a great hero like me won't be stopped by something as little as this!"

"Ah, good you awake," The three kids turned to the voice of Qrow as he leaned against the door "Yang, Ruby I'd like to talk to Midnight for awhile think you guys can wait outside?"

Yang nodded and Ruby's hand shot up as she spoke "Yes!"

The two girls left the room and Qrow moved inside and shut the door before taking a seat in front of Midnight, Qrow removed a new set of bandages from a drawer beside the bed and Midnight moved towards him quickly "How are you feeling?"

"Kind of tired," Midnight answered honestly as Qrow redid the bandages and made sure the stitches hadn't split too far "Other than that fine."

"That's normal, Grimm attacks usually knock people around much more, an injection of bad emotions can even kill weaker people." Qrow watched the child's expression as he took in the information with a nod.

"You were very brave you know, leading the Grimm off like that, other kids would have cried, screamed, run away." Qrow noted

Midnight looked at the older man with a flat look on his face "Other kids don't want to be heroes."

Qrow almost laughed "Well, I think I have a way to help with that."

Midnight tilted his head in confusion.

"How about you come traveling with me? I'll train you to be a _really strong_ hero." Qrow offered attempting to use words the kid would understand.

"Can Ruby come too? We both want to be heroes, I don't think I should leave her behind." Midnight asked innocently, Qrow shook his head.

"I don't think she's quite ready for it all yet, it'd just be me and you." Qrow explained calmly.

Midnights ears twitched slightly "Can I say goodbye?"

Qrow nodded his head "Hey, boast about it too if you want."

Midnight inclined his head gratefully and pushed himself off the bed and left the room silently he rounded the corner and Ruby spotted him, she swung her legs forward and pushed off the chair and darted over to him "What did uncle want?"

"He wants me to go traveling with him," Midnight replied and Ruby stopped "He wants to train me to be really strong."

"Are you going?" Ruby asked her hands folded over each other and she scuffed her boot on the ground.

Midnight paused for a second "Yeah, I'm gonna go learn to be a super strong hero."

"Oh," Ruby replied as she looked around "Uh, good luck?"

"Oi," Midnight sounded and she looked straight at his lopsided grin "You better not make me wait on you _teammate_ , I'll leave finding our other two members to you."

Ruby let out a small laugh and nodded her head firmly "Mmm." She hummed in response.

Midnight gave her a quick two finger salute and moved away, turning around as he fell into a quick step beside Qrow.

The older man glanced down at the boy, the child's teeth flashed and an almost inaudible sob escaped his mouth, a few tears fell from the edge of his eyes and he wiped them away hastily.

Qrow ruffled the boys hair in a quick motion and smiled reassuringly "I'm sure the next time you two meet you'll be a force to be reckoned with."

Midnight nodded his head resolutely, even if he didn't fully understand the words he got the basic idea.

Yang walked over to Ruby as Midnight and Qrow finally disappeared from sight "You okay?" Yang asked carefully.

Ruby's hands moved out to the side before she whipped them forward and slapped both of her cheeks hard, Yang watched the girl in surprise "I can't be left behind!" She exclaimed as she darted passed Yang.

The blonde sighed and shook her head and followed after her.

* * *

 **A/N: And so that concludes the first chapter, as you can no doubt imagine a lot of cannon material is going to be altered with Qrow now having a sidekick, the idea of making my OC Ruby's childhood friend was kind of improvised but I think it fits the story well and I hope you enjoyed their interactions as well as the chapter in general, I should pretty much warn you guys now that I'm going to mostly abandon Volume three mostly for reasons I explained at the beginning, the only aspect I'm sure I'm keeping is the tournament but I might add one or two other things depending on how ideas roll.**

 **With that, I hope you all enjoyed this chapter and I will see you guys in the next one, peace!**


	2. Chapter 2

**A/N: Hello all, I would have gotten this out yesterday but I was running on like four and a half hours sleep cause someone got sick at work and we had no one to cover the shift and I was pretty much a machine running on coffee and irritation, the piece of the chapter I did write contained twenty seven spelling mistakes…in the first two sentences, totaling twenty seven words annnnd that was the point I was just like "Tomorrow it is." and so, now it's tomorrow, well technically its today but I think you get it.**

* * *

A few hours had passed since Midnight and Ruby had said their goodbyes, the boy kept pace with Qrow easily as he walked through the city, although Midnight had a harder time with having to dodge around people who pretended not to see him, intentionally threw out their arms as he passed by them some even spat at him.

Qrow pinched the bridge of his nose and sighed "We are going to need to take care of some things first," He announced Midnight paused and peered up at him curiously, his ears twitching eagerly "First, clothes it's colder outside of the city's and I don't know how long we will be gone, second you're going to need a real weapon to defend yourself with."

"Well, I only have these clothes and most shops don't sell weapons to kids like me." Midnight replied normally, obviously used to how he was treated.

"What about your parent's will they be all right with you leaving?" Qrow asked, it had only just occurred to him he hadn't really thought about the child's situation at all.

"Well, my mother, uh, what's the word…died? I think that's the one, where people go into the sky, my mother's there. I sort of remember my dad, he used to give me advice about things, like when to be on guard in forests and how I would be able to see in the dark when I got a bit older. I don't know where he is now though." Midnight explained with a frown, he didn't seem pained or upset as he relayed the information, more like resigned. He had simply accepted his way of life.

"So where do you live?" Qrow asked

"In a big building with lots of other kids, the old lady there is kinda mean, but she taught me to read and write and sometimes she even gives the kids treats." Midnight explained as he ducked another wide walking man and watched him walk by for a moment, his nose twitching.

Qrow lifted an eyebrow at the boy for a moment and Midnight noticed.

"I don't like the smell of alcohol," Midnight answered as he rubbed his nose "People are harder to deal with when they smell like that too."

"Well we should talk to the old lady where you live before we leave, I'll need to explain some things to her." Qrow reported simply.

Midnight nodded and looked around, his face screwed up slightly "I can't get the scent right the people around here have been drinking too much," He tugged on Qrow's pants and the man leant down enough that Midnight could clamber onto his shoulder, Qrow straightened and Midnight pointed down a side street "I know that building, it's pretty close actually."

Qrow nodded and moved across the street, a few people cast strange looks his way, but the great sword on his hip created a solid barrier against the less than faunus friendly people around him.

Midnight led him along two other turns until they were outside an old mansion like building, ivy was growing up one side of the building, a large old rusted cast iron fence spawned the edge of the yard, the gate creaked loudly when Qrow pushed it open and walked to the door.

Before he had gotten to the top step of the orphanage, the door opened and an angry looking old woman stepped out, she seemed to ignore Qrow altogether as Midnight hopped of the man's shoulder and landed in front of her "I'm back." Midnight led with simply.

The woman clicked her tongue "What did you manage to do to your face? I better not have to compensate anyone for your foolishness."

"That won't be necessary," Qrow cut in finally, drawing the woman's attention to him, she lifted an eyebrow at his appearance and her eyes lingered on the weapon resting on his hip for a moment longer "I'm taking Midnight in as my personal apprentice, you will no longer need to provide for him."

The woman watched him for a few seconds "Really? You want… _him_?" She gestured to him with a slight hiss.

"He helped save the lives of two girls in a forest and was wounded doing so, he's more qualified to look after himself than you are," Qrow responded flatly "If anyone asks tell them he ran away to join the White Fang or something."

The woman raked a hand through her hair "Fine, it effects me little if you want the dog."

Midnight simply sighed and turned on his heel to walk away, Qrow watched the boy leave silently, he shot a quick glare at the old woman and she paled slightly as she walked inside and hastily locked the door.

Qrow caught up to Midnight in a few quick strides, finally coming within earshot of the child's mumblings "Dog, what an original nickname, wonder if they were up all night trying to think about that one."

Qrow almost laughed, he stifled his chortle behind his hand and Midnight glanced up at him "I don't have any money, so clothes and a weapon might be hard to get."

"Leave money to me, can't have my apprentice looking like a cheap street urchin." Qrow waved off as he placed the boy back on his shoulder, Midnight seemed a little surprised by the action.

"I can walk." He voiced calmly.

"I'm aware of that," Qrow responded as he moved back onto the main street "But this is easier, besides can't have you getting tired cause your using all your energy dodging people in the street."

Midnight seemed to begrudgingly accept the help "Where are we going?" He asked, annoyance apparently forgotten.

"Well, I'm taking you to meet an old friend of mine, he'll get you a nice set of clothes," Qrow explained "Then I gotta get you a weapon."

"What kind of weapon?" Midnight asked curiously.

"Well, you're going to have to look at them, find which one suits you best." Qrow began to explained as he rounded another corner.

"Suits me best?" Midnight asked, looking for clarification.

"A weapon isn't a tool or object," Qrow began "It should be an extension of yourself, a natural as your heartbeat or your breathing, even if you have no skill with it when you pick it out you'll know what kind of weapon you're supposed to have when you touch it for the first time."

"That sounds like magic." Midnight replied skeptically.

"Hah, well you're not far off," Qrow admitted with a laugh, hand brushing over the hilt of his sword "I think it's something you need to feel for yourself, it's difficult to explain it."

"I think I'll be fine with anything as long as it's not a stick," Midnight admitted, recalling the stick that succeeded in simply making the monster angry "I've used a stick before, it was very ineffective."

"Don't worry, your weapon won't be able to pass for firewood," Qrow replied reassuringly "Probably."

Midnight didn't catch the last part, he lost himself in mental images of him having some kind of heroic fire sword or maybe a really big gun, the more he thought about it the smaller the weapons got, he liked the idea of speed. Although he could never beat Ruby in an all out race, his mind drifted off slightly and he frowned, his finger folding underneath his chin, what kind of weapon would Ruby use?

His thoughts ended when Qrow spoke "We are here."

Midnight glanced up at the name of the store 'From Dust till Dawn.' and he frowned "A dust shop?"

"Owner's a friend of mine, don't worry he'll help us out." Qrow replied with a grin.

The bell above the door jingled as Qrow entered, Midnight was deposited on the ground and he looked around before darting off to explore as Qrow began talking to the old man behind the counter.

Midnight peered at the different crystals on the shelves, before he heard a noise, it was a quiet click.

He moved towards the noise and peered around the corner, a small boy sat in the corner, fiddling with something Midnight couldn't see as the boy's back was too him, his hair was black and he had a white shirt, blue jeans and a brown apron on.

"Uh, hello?" Midnight called upon realizing he hadn't been noticed at all, the boy jumped slightly and whirled around, he relaxed after a few seconds, the boy looked to be a few years older than him, his eyes were a dark purple.

The boy gave Midnight a quick once over and seemed to conclude he wasn't a threat, although his eyes lingered on Midnights ears, as if surprised to see them there "Uh, hi." Came the awkward response.

"What are you building?" Midnight asked bluntly, walking towards the boy quickly, the boy backed away slightly before sighing and turning around.

"I'm trying to make this work." He scratched at his head in irritation, Midnight peered over the taller boys shoulder and tilted his head, it seemed to be a short bladed long sword, nothing specifically out of the ordinary about it, the boy noticed Midnights confusion and hit a bottom on the centre of the cross guard, the blade snapped in with a click leaving just the cross guard.

"Cool, so if you ever get tired of carrying it, you can just put it away." Midnight tilted his head to the side, although it'd probably still weigh the same he thought to himself.

"That's not it!" The boy exclaimed, he picked up the cross guard and pulled at one of the side's snapping it down into what resembled the handle of a pistol and he hit the button again, the blade snapped out and formed the bottom of the barrel as the opposite side of the cross guard shifted to become the hammer and sight "That's what it's supposed to do, but this keeps jamming."

Midnight picked up the handle and peered within the darkened cracks and slits, his nose caught something and twitched before he let out a loud sneeze into the side of the handle, line of weak fire speared along the slit of the weapons slider and the two peered at each other a moment before Midnight hit he button, the weapon shifted into the sword. He hit the button again and it was the gun.

The other boy grinned widely "It actually works! I did it!" Midnight just stared at the boy blankly.

"Thanks for your help," The boy exclaimed clasping Midnights hand and shaking it vigorously "I'm Jayce, Jayce Amethyst I'm trying to become a weapon smith!"

"I'm Midnight, I don't know what my last name is but I'm just became a Huntsmen's apprentice." Midnight replied simply as he handed the weapon back to the boy.

Midnight watched his hand calmly, a rapid tingling sensation prickled at the nerves of his hands, it had started when he held the pistol version of Jayce's weapon, strangely enough it didn't remain with the sword.

"Wow, that means you're kind of amazing right?" Jayce asked eyes widening slightly in admiration.

"I'm not really sure, I've only fought three monsters and I didn't even do anything except run away." Midnight shrugged in response.

"You've _fought_ Grimm?" Jayce grabbed the boys shoulders as his eyes grew twice their normal size.

Midnight gestured to the cut on his face, still overed by bandages "Well, that's how I got this, sticks are very ineffective I wouldn't recommend them."

Jayce frowned for a moment, Midnight could almost see the gears turning in the boys head "How old are you?" Jayce asked suddenly

"Five." Midnight replied proudly.

Jayce nodded his head "If you can wait around in the store for a little while."

Midnight tilted his head slightly and nodded "I'll ask Qrow."

The name sounded familiar to Jayce, but the boy pushed the thought from his mind as he walked towards the counter, "Grandpa I need to go downstairs for awhile."

The old man simply nodded his head and turned back to Qrow, Midnight emerged a few seconds later and approached Qrow calmly "Jayce said to wait around in the store for awhile if we can." Midnight relayed, Qrow glanced at the old man for a moment and nodded "I'm sure we can do that, in the meantime try these on."

Midnight took the bag and his eyes bulged as the weight landed on his hand and they were dragged to the ground, he enclosed his second hand on the bag and hoisted it up, he only staggered a moment before he set off towards the back of the store, where the old man was directing him.

He found himself behind a small curtain, he upturned the bag and let the contents spill onto the ground, his eyes widened slightly as he picked up articles of clothing and pieces of armor. He paused for a moment, wasn't this meant to be a dust shop? He shrugged as he quickly changed into the clothing.

"Everything fit alright?" Qrow called from behind the curtain, Midnight drew back the curtain as an answer.

The cargo shorts hand been abandoned for long black pants, his worn runners for black boots, armor shin guards were rather badly tied around his legs and the boots remained unlaced, his plan shirt had been replaced but a dark blue undershirt and a thick jacket, the jacket was much too big, but it would serve as a solid source of warmth until the boy grew into it, his fists were covered with loose fitting fingerless gloves and he held a simply white hoodie in his hands.

"Take off the jacket for now, it'll be ten years before that fits you properly, I suggest keeping the hood up in cities like this," Qrow instructed as he bent down to tie the shin guards on properly "Now we will wait for your friend."

"Okay!" Midnight exclaimed happily, running over to the counter and plopping down lightly, he left the hood down in the shop and he peered around his eyes rested on the old man at the counter "You have a lot of things here for a dust shop old man." Midnight noted calmly.

"Oh, one can never be too underprepared." The old man replied cryptically.

"I don't get it," Midnight admitted simply kicking his feet as he looked around "If I owned a dust shop I'd sell dust."

"Oh, I don't _sell_ anything except for the dust," The old man replied "I think it's important to help my friends, regardless of what they may need."

Midnight tilted his head and frowned, mulling over the words "I guess I get that."

The old man just chuckled in response.

* * *

A few hours later Jayce finally emerged from the back of the stop, a large bundle in his hands, Midnight had fallen asleep leaning against Qrow who was idly flicking through magazines when Jayce let out a cough to get the older huntsmen's attention, Qrow shifted his shoulder to shake Midnight awake, the boy sat up quickly.

"My people need me!" He exclaimed before he frowned and looked around in confusion "Oh, I was having such an awesome dream too." He complained as he crossed his arms, his eyes fell on Jayce and he leapt off the counter in excitement.

"So, why'd you want me to stick around?" He asked eagerly.

Jayce smirked "I want to be a weapon smith remember?" He laid out a few different kinds of weapons on the counter, from axes to swords, to belts of daggers even a large hammer.

"I figured I could help you out, since you helped me earlier and I can't have a friend of mine or my grandfathers going out fighting Grimm with a stick." Jayce explained

Midnight looked over the weapons slowly, he glanced at Jayce and opened his mouth to say something before the other boy spoke "You can take as many as you like, I don't need them."

Midnight closed his mouth and nodded, he took the belt lined with daggers and strapped it over his shoulder and went back to examining the other weapons, Qrow watched silently as Midnight picked up a sword similar to the one Jayce was working on when Midnight had run into him, the boy gave it a few experimental swings and placed it down, frown marring his features.

Midnight 's eyes locked on a pair of dual pistols, similar in design to the one he was holding earlier, only the handle was slightly more angled and towards the end of the barrel a curved hook replaced the bottom rail. He picked the pistol's up slightly and felt the same tingling sensation surge through his arms, a small grin appeared on his face and Qrow smiled as the boy spun them around his fingers.

"Oh, those actually have another component, give me a moment," Jayce darted into the back of the store and emerged with a pair of gloves, only these were longer and seemed like they would cover to about a grown persons elbow, the forearm was armored with a single silver plate "Uh, Mr. Qrow would you mind putting these on a moment."

Qrow complied and put them on, Midnight handed one of the pistols to him and Jayce quickly turned the pistol to a reverse position as if Qrow would be firing with his little finger and pushed the hammer forward, the gun let out a series of clicks before closing around the gloves and extending forward into a mid length blade.

Qrow lifted his arm and examined the mechanism for a moment before he ripped back on the knife, it reversed and slid a rail build into the edge of the plate on the forearm and extended over his elbow he dropped his hand down to his side and the blade clicked back over the back of his hand, extending past his knuckles like a punch dagger.

Midnight watched the weapons with rapt attention as they were returned to him "The gloves aren't completely necessary to use the daggers, but the blade won't reverse if you don't have them."

Midnight nodded as he removed the blade from the arm guards, there was no way the arm guards would sit on his arm comfortably at this time anyway, the blade clicked back into its pistol form and Midnight held it in front of him and aimed down the sight for a second before triggering the weapons transformation, the blade rested against his knuckles comfortably and the small smile on his face never left.

"These will be perfect." He voiced as he spun the second pistol around on his finger while the first reverted back.

Jayce nodded his head and handed Midnight the holsters for the pistols "Obviously you can make any alterations you want to make as you go, they are about as base as the weapons come, but they ever need really important maintenance you know where I am." He grinned.

Midnight grinned in response and lifted his fist, Jayce eyed it for a moment before meeting the gesture calmly "I'll make sure to come back and tell you how my trainings going, I'll have you show me the new weapons you make too."

"I'll look forward to it." Jayce replied with a laugh.

Midnight packed the belt of daggers a backpack Qrow handed to him, followed by the jacket and armguards that were too big for him, he mentally debated strapping the pistol holsters to his legs and carrying them around normally but decided against it after a moment and slung the bag over his back, the weight wasn't too difficult to manage as he walked to the door, he gave Jayce one last quick wave before leaving the shop, the bell jingled behind them as the door closed and Midnight pulled up his hood.

Qrow gestured for the boy to follow after him silently and Midnight complied as they moved towards the edge of the city.

* * *

 **A/N: I was planning on making this chapter a bit longer, but this ended up being the best spot to end it, next chapter will see a bit of a time skip and a bit more action and I'll be moving towards the conclusion of what I have pretty much called the pre-beacon arc!**

 **Hope you guys enjoyed the second chapter even though it's a little on the short side, I'm gonna try and get the next chapter out tomorrow but I'll see how it goes since the next chapters gonna be kinda meaty. Whether it's tomorrow or not, I'll see you guys in the next one, peace.**


	3. Chapter 3

**A/N: It was a combination of health, life, procrastination and a poorly written first attempt at this chapter that delayed it for so long, but it looks like I'm about to have about two months off from most of my working requirements so I should, provided my health stays constant and my life remains in the small calm I am experiencing, be able to update at a more rapid pace I am excited to get into more of the volume one cannon and some of you may be pleased to know I am actually warming up to volume three, I've gone back through it a few times and noticed things I missed before and it made the experience over all better and gave me a whole new number of ideas on how I can adapt it into this story, I'm excited.**

 **Also, a quick reply to Dragon God xxx and anyone else who was having trouble picturing Midnight's weaponry, the pistols mimic standard berretta 9mm's, the only visual differences being the small hook on the under barrel and the more angled grip, the blades actually change in this chapter so I won't give a real world similarity. Also, I am about as coordinated at drawing as a drunk toddler, despite that I do enjoy it so I am practicing, so I might draw them sometime in the future right now they are pretty much out of the cards.**

 **Also if anyone has any name ideas for the weapons, please give me them, I am having a lot of trouble with naming them.**

 ***Edit* So, Jayce has been inadvertently based off another fan fictions OC and they are eerily similar, so 'The Love of a Rose' by SGSCCoputerGeek is a good fiction if you're looking for something nice and lighthearted! Also, I've alreyad spoken to the author about this, so please don't start shit.**

* * *

"Bend your legs more," Qrow instructed flatly "Keep your arm straight you won't hit anything if you can't keep solid form."

Midnight grit his teeth, it had been almost five years since he had left everything in Vale behind to become Qrow's apprentice and after a fear year long mission, Qrow was finally getting some time to rest, that did not however transition to Midnight getting some time to rest.

The sun was beginning to set on the horizon they were still a day's travel away from Vale and had pitched camp for the night so Qrow could give Midnight more lessons.

It was the usual routine, Midnight would hold a standard stance for firing one of his guns with the other still holstered, in this case he stood shoulder facing target to make himself a small target and have effective aim. The kick was the weights Qrow put on his shoulder, hand and elbow in order to try and make them buckle, they were basically buckets of water filled to a certain weight and then hung over his arm.

Sweat beaded on Midnights brow as he clenched his teeth a little harder to keep his arm from shaking, trying to overcome the fatigue through force of will alone, Qrow watched the boys face for a few seconds, he upturned his chin slightly as he walked over to Midnights position and kicked his leg out slightly, the blow barely made contact with Midnights leg but it was enough of a distraction that Midnights arm buckled and water splashed against the ground.

Midnight didn't make a sound in protest, that was how it went, it wouldn't do him any good to be holding the stance if something as little as that could break it, although he had held it for longer than he had ever done so before, so he took the small win for what it was.

After the same exercise was repeated on the other arm, Midnight and Qrow would spar in hand to hand combat and then settle in for the night. Midnight actually enjoyed the hand to hand sparring matches, in the last four years he had improved almost all of his abilities greatly, although his aim still needed work and he had yet to attend a mission with any real danger involved. He had faith that Qrow would let him fight the moment he was ready and not a second earlier and that was enough for him.

He had grown a fair amount in his time away, now standing just shy of Qrow's chest, the scar on his lower cheek contrasted rather heavily against his skin, the dark brown mark often made him think of Ruby, what she was doing, how her training was coming along, Qrow had told him very little about his old friend, she had apparently taken up the scythe and already built her own weapon he knew little else than that, but was quite eager to get the chance to talk to her again.

As Qrow and Midnight wordlessly circled each other, Midnight's mind continued to wander, he thought about what Jayce was doing, he'd been in limited contact with the boy since he had been given his weapons, although he planned to get his own scroll when he got back to Vale tomorrow.

Qrow charged him and Midnight snapped out of his thoughts and jumped back, his eyes narrowing as he focused on the spar, Qrow continued to rush him, Midnight sidestepped and launched into a quick punch, Qrow caught the blow in his hand and Midnight rolled forward, palm planting on the ground as his boot flew towards Qrow's face, Qrow was forced to let go of his hand and jump back to avoid the blow.

Midnight flipped over and launched forward, transitioning into his own set of blows, Qrow blocked, dodged and ducked under them, Midnight hopped back quickly and spun into a powerful roundhouse, Qrow met the blow with his own and the two held the position for a moment before Qrow dropped first and spun in, he dropped into a low sweep and Midnight's eyes widened as his legs were taken out from under him, he grit his teeth and threw his legs up spinning his body into a back flip as he threw a wild punch at Qrow's head, the man dodged but it bought Midnight enough time to land and block Qrow's follow up blow. The two split apart to collect themselves a moment and a gust of wind blew through the clearing they were using.

Midnight's nose twitched slightly and his ear flicked slightly for a moment, his eyes widened slightly in realization and he dived forward as a dark growl met his ears, he felt the wind of a blow fly over his head as he rolled to his feet, he pulled the hammer back on his gun as he drew it and rose to his feet, the gunshot echoed around the clearing as he put a single round into the large ursa that had emerged from the trees behind him.

The beast simply growled in annoyance as the bullet pinged off the bone covered shoulder, Midnight drew the second gun and launched off his foot running in a wide circle around the ursa and firing a constant stream of bullets into it, thanks to his speed a few rounds found its unarmored side and it let out a roar of pain and charged, he shifted foot twisting in as he launched forward towards the ursa, he spun the pistols in his hand and initiated their change as the ursa lifted a clawed hand and threw it towards him, he dropped into a slide and blow flew over his head his arms whipped around and sliced through the tendons on the back of each of its legs and it fell forward with a thud. Midnight flipped to his feet and slid to a stop as Qrow descended from the air and cut the ursa cleanly in half.

Qrow rested his sword on his shoulder as the monster melted away at his feet "How about we call that match a draw?"

Midnight sank to his knees and with a sigh as he attempted to regain his breath "Sounds…great." He replied between pants.

Normally a lone grimm wouldn't give him this much trouble, but five hours of training into a loan grimm, yes, that much would give him trouble.

"Alright let's get something to eat, I'll give you the day off tomorrow." Qrow called as the pair moved towards their packs, Qrow arrived first and began rummaging around in the outer pockets and Midnight plopped onto the ground heavily.

Qrow held a small metal flask towards him and Midnight accepted with a grateful smile "Good work today too, your setting records I might have to bring you on an actual mission soon."

Midnight watched his teacher as he downed the contents of the flask in a few hasty gulps "Really? I think I need more work, my forms still sloppy when I move and I can barely use my knives at all."

"Luck is a form of skill too," Qrow replied with a shrug "Don't put so much focus on holding a set form, in fact try to abandon form altogether, I know that contradicts me teaching you forms, but the best kind of attacks are the ones that are so fast or unpredictable they can't be dodged or blocked."

"Is that why you don't take a stance when you fight with your sword?" Midnight asked

"Exactly, taking a stance tells people before the fight even starts what style you plan on using anyone who has studied that style won't be surprised by your movements, that's why people started melding styles in the first place there is no right or wrong in a fight to the death, just the one who leaves alive and the one who doesn't." Qrow explained as he dug around his pack for food, Midnight mulled over the words as he started a small fire.

"But Huntsmen fight to uphold justice, even in life or death situations we are trying to fight for what's right." Midnight responded resolutely.

"It's easy to stick to your morals when you're fighting Grimm, but huntsmen fight people too," Qrow paused and held up his fist "When you're fighting someone that wholeheartedly wants nothing more than to end your life if you don't fight with the same kind of resolve you'll be overwhelmed in seconds, your morals just float away in those moments." He blew out an opened his hand as if something had simply floated from his hand.

"So sometimes a fight for survival is necessary," Midnight paused for a moment "If I had to choose between my life and my morals I'd choose my life, every time, a dead man can't do anything to help anyone."

"We'll see about that," Qrow replied with a shrug as he placed a pair of plain silver cans down beside him "It's easy to talk about but words are, above everything else, cheap beside action."

Midnight nodded his head in response as the firelight danced behind his eyes "Have you been in fights like that?" He asked finally, the question having been burning on his tongue since Qrow began the conversation.

"I have," Qrow sighed as he stirred a pot of soup "A few times actually, more times than I care to admit."

"You don't seem all that distraught about it." Midnight commented.

Qrow shook a small silver flask, Midnight could smell the alcohol in it from where he was and his nose wrinkled "This helps." He chuckled

"How very cliché." Midnight teased as rolled back and looked at the sky.

"Well, I'm not much like my brother, never found an amazing girl to settle down with an have little brats," Qrow replied taking a swig of his flask "Don't take this the wrong way, I think my life is pretty good, I'm free to do what I want most of the time, it's easy to live in the moment while you're there."

Midnight shifted slightly to watch Qrow's expressions while he spoke "But right now, I'm cooking soup as far as engaging moments go it's low on the list, so your mind wanders."

"So, where does the great Qrow Branwen's mind wander?" Midnight asked

"Lots of places," Qrow responded with a chuckle "What life would be like if I had more guts when I was younger, before the grizzled huntsmen exterior settled in," The pair chuckled "I wonder what'd it be like to _want_ to go home every day, just to have something a little more important than myself to protect."

"Don't get all emotional on me, you certainly aren't drunk enough for that." Midnight quipped.

"Hah," Qrow barked in response "Well, your right about that," He conceded as he took another drink, far off look in his eye returning as he eyed the soup bubbling away in front of him "But you asked so I'm answering. That's what the 'great Qrow Branwen's' mind wonders about."

"You said you wondered what would happen if you had more guts when you were younger," Midnight prompted and Qrow took another drink as he halved the soup he had made "More guts regarding what?"

Qrow's face screamed 'of course.' and he rolled his eyes for a moment "What does any young guy want the guts to do," He noticed Midnights confused look and sighed "Girls kid, talking to girls."

"You don't seem like someone who'd have trouble in that department." Midnight replied with a frown.

"Talking up a girl who I won't remember in a week is a very different issue." Qrow replied with a chuckle.

"I don't get it." Midnight admitted with a shrug.

"Well, to be honest it's kind of like choosing a weapon," Qrow admitted as he ate, pausing to swallow before he continued "It's something you have to experience, but one day, you'll meet a girl and she'll be amazing to you, she'll have a smile that weakens your knees, a laugh that's better than your favorite song it won't matter how stupid you make yourself look, as long as you hear that laugh it's all worth it, I'm talking about a girl like that."

"That sounds," Midnight paused "Kind of amazing, even if girls are gross."

Qrow let out a loud laugh "You'll understand when you're a little older."

"I'll take your word for it I guess." Midnight replied as he upturned his bowl and drank the last of his soup.

"I'll take the first watch you sleep first, got a big day tomorrow." Qrow instructed as he leaned his back against a tree and laid his sword across his knees, slowly sharpening the edge of the blade.

The rhythmic sound of a whetstone sliding over the edge of the blade worked as a relaxant for Midnight as he settled in more and rolled over and finally fell asleep.

They traded the watch three times during the night, they didn't encounter another Grimm.

* * *

Midnight yawned tiredly as he walked through the streets of Vale, he didn't have a destination in particular, Qrow had told him to keep himself occupied while he showed Ruby something and he hadn't even gotten a chance to greet his childhood friend yet, he had already bought his scroll though and Qrow said he'd tell him when they were done.

Midnight examined the small device in his hand before returning it back to his pocket, still nothing from Qrow he glanced around himself quickly, he was on a familiar street and he smiled to himself as he approached a store he hadn't seen in four years.

From Dust Till Dawn, was still very much the same, even the old man at the counter seemed to have not aged at all, although he wasn't alone this time, a young boy stood next to him fiddling with a small device with a frown marring his features.

"Welcome to From Dust Till Dawn." The boy droned with a practiced boredom.

"Really? That's a the greeting I get after four years? Not even a 'hi Midnight how are you? Glad you're not dead.'" Midnight tilted his head and smirked as Jayce's head snapped up and his eyes widened at the sight of him.

"I see your still a huge nerd." Midnight noted calmly

"Oh, hah, you decide to become a comedian cause being a huntsmen's to hard?" Jayce retorted playfully.

"You'd pass a pretty good comedian yourself you know," Midnight replied as he gave Jayce's grandfather a quick smile as a greeting "So what grand device do I need to fix for you now?"

"You sneezing on one of my weapons was hardly fixing it." Jayce retorted gesturing for Midnight to follow him into the back of the store, the faunus boy complied quickly.

"Well, it worked _after_ I sneezed on it didn't it?" Midnight prodded playfully.

"I would have figured out dust was jamming the mechanism eventually on my own," Jayce responded stubbornly "I didn't need you to mucus blast it."

"It's an underestimated technique, it's a perfect conversation starter and apparently it forms friendships too." Midnight returned, gesturing between the two of them.

Jayce just laughed and rolled his eyes "I'll be sure to try that when I get to Beacons weapon smithing division." He chuckled.

"Ah, yes, use my techniques it will please me." Midnight replied sagely as he took a seat Jayce offered him, the back of the store was a simple two bedroom home and a kitchen with a table built into the wall, where Midnight currently say whilst Jayce made tea.

"Okay enough with the jokes," Jayce laughed "How have the last four years treated you? I got a few of your letters, I still think you should hurry up and get a scroll though."

"Tada!" Midnight removed the device and placed it on the table "I have finally joined the rest of the high class normal population and acquired my own device."

"Great, now I can spam you with pictures of cats." Jayce barked in response as he set down and slid a mug to Midnight who took a quick sip.

"Why cats?" Midnight asked in confusion.

Jayce's eyes flicked to his ears in a simple gesture of are you serious?

"Oh, right, dog ears take you all four years to come up with that one?" Midnight responded boredly.

"More like the last forty seconds," Jayce replied with a chuckle as he punched his contact details into the scroll "You still haven't really answered my question, how's the life of an apprentice huntsmen?"

"Difficult," Midnight answered truthfully "Every day is filled with constant training exercises, in fact my muscles probably remember the movements so well I could fight an ursa in my sleep."

"Have you fought many Grimm?" Jayce asked curiously

"Five in total since I left," Midnight replied "Oh, wait no six, an ursa popped out of nowhere yesterday."

"What kind of Grimm were they?" Jayce asked in excitement.

"Beowolves are pretty common, I've killed three of them on my own," Midnight answered "I've helped Qrow kill two Boarbatusks and the ursa yesterday we took down together, although I think I could have handled it on my own."

"Well, a few of my buddies in combat schools haven't even _seen_ a Grimm yet, you might be some kind of prodigy you know?" Jayce noted with a grin.

"Yeah, that grin on your face makes you seem really genuine." Midnight replied in response.

"Well, it helps to have one of the best huntsmen around as a teacher I guess," Jayce replied "I wasn't kidding when I said other kids your age haven't even seen Grimm yet though."

Midnight shrugged "So, what about you? How's the weapon smithing coming along?"

"Well, to be honest pretty good, I'm studying in Signal's advanced weapon smithing program and my grades are pretty good," Jayce responded "That thing I was working on when you walked in is one of my final projects, I need to make two weapons for legitimate huntsmen to test and judge, the first one at the end of this year and the second by the end of my studies in another few years."

"You had a fair number of weapons last time I was here, why not just use them?" Midnight asked

"The new teachers all…eccentric, she wants the weapons to be built custom as in have their own uniqueness and feel." Jayce put most of the description in quotations.

"Then you can use mine," Midnight offered "You built them and I actually want you to add an extra function if it doesn't make it unique I don't think she even knows what that means."

"I guess that'll work," Jayce nodded before his eyes shifted so slight excitement "But what was that about an extra function, what do you need?"

"I want to be able to put the blades together, basically I want to be able to turn it into a large sword." Midnight responded simply.

"You don't seem like the type that relies on brute force for attacks, if anything smaller easier to handle weapons and speed would suit you better." Jayce replied professionally.

"Exactly, to be perfectly frank a great sword will never suit my style of fighting." Midnight admitted simply.

"So why add the feature it's pointless right?" Jayce asked in confusion.

"Even if it'll never suit my style of fighting doesn't translate to I can't use it at all," Midnight replied simply "In fact my opponents will assume I _can_ use the weapon therein lies the weapon itself."

Jayce's eyes widened in understanding and he grinned "I see, if they think you fight using a large sword they won't expect speed, they'll expect power at a fundamental level they will be unprepared for your attacks and you can easily switch to lighter weapon."

"Qrow always says that the best attacks are either to fast or too unpredictable to ever be blocked or dodged." Midnight replied with a chuckle as he untied the holsters and set his guns down on the table "I'll leave that to you."

"I should be able to get them ready by tomorrow, I have a…well, let's just call it an appointment later that I can't avoid so it'll take a little longer than expected to add the function." Jayce responded simply and Midnight nodded.

"I'm not sure how long Qrow plans to stay here but that shouldn't be a problem." The faunus replied calmly.

Jayce sent him a quick wave as he gathered the weapons and Midnight exited the room with a quick wave in return before moving back out onto the street, his stomach growled at him and Qrow had yet to contact him, so his next mission became finding something to eat.

Midnight checked his wallet quickly, making sure he had at least a decent amount of money on him as he wandered, it occurred to him that he'd never actually bought food from a restaurant before, he hadn't ever had spending money when he was younger a small part of his mind contemplated going wild with his money and just buying as much as he could and figuring it out later, but the larger rational part won over and he decided to search for something on the cheaper side.

With his mind focused elsewhere he wasn't paying much attention to what was in front of him when he felt something slam into him, his mind snapped back into focus and he looked down at the ground in front of him to see a girl about his age glaring up him, she looked like she'd be a little taller than him and was dressed in mostly black, a few patches of haphazardly stitched on multicolored cloth decorated her shirt and pants.

"Uh, sorry," Midnight said quickly as he held out his hand, the girl eyed it for a moment before quickly getting to her own feet "I wasn't paying close enough attention to where I was going." He scratched the back of his head and gave her and apologetic smile.

She opened her mouth to say something before a hand clasped over her mouth and she was pulled into the air quite violently, Midnight stood frozen for a moment in confusion, the situation had escalated so quickly he wasn't sure how to respond, but judging from the way the girl was kicking she clearly didn't have good relationship with whoever had grabbed her.

Midnight gave his head a rough shake and stepped forward quickly, he grabbed the large mans arm and he paused and turned around, apparently on just now realizing there was someone else there.

"Let her go." Midnight ordered flatly, he didn't understand the situation but there was no way people were allowed to just drag other people off, faunus or not.

The man eyed Midnight for a moment and his eyes seemed to light up with amusement upon seeing the boys ears, Midnight's eyes narrowed and the only movement between the three was the girl still wildly flailing around trying to get herself out of the man's grip. He dropped her abruptly and she hit the concrete of the sidewalk with a thud, the landing knocked the wing out of her and she sucked in air quickly as she struggled to her feet, a small black leather bound book landed a few feet from her.

"Interesting, what's it to you dog? You have a cat fetish or something?" Midnight didn't actually know what that was, he remained silent and watched the man calmly, nothing displaying on his face other than the calculating expression he put there.

The man got much louder after that, calling out loudly about the righteous dog protecting a thieving cat, Midnight rolled his eyes in mild annoyance.

The boy moved with a quick step forward and rotated his leg snapped across and hit the man's side with a loud thud, his shouting was abruptly cut off as the air was forced from his lungs and he glared down at Midnight in anger.

The girl watched in surprise as the boy landed a painfully strong looking kick on the man's side and she paused in her slow going escape to observe the situation, the boy was either very stupid or didn't know who he was dealing with, her money was on the latter but she couldn't be sure.

"Brat, you don't know who I am do you?" The man grunted out

Midnight cocked his head to the side in confusion "Can't say I do, but what it they say about loud dogs again?" Midnight paused for a moment and grinned "Ah yes, I can tell your all bark and no bite."

"Hah, I'm the top enforcer of the biggest criminal this side of the four kingdoms brat," He barked out in a laugh "Today really isn't your day."

Midnight glanced at the sun for a moment "I don't know about that, day's not over yet."

The man growled and charged Midnight quickly, Midnight back stepped out of the way of the first punch and dodged the second just as quickly before darting forward and diving passed him and popping to his feet.

"Too slow old man, should I let you stretch a bit?" Midnight taunted a small grin spreading at the edges of his mouth, the guy in front of him wasn't even near Qrow's speed, Midnight's ear twitched and he rolled to the side as a iron pole clanked on the ground where he was standing he got to his feet and his eyes snapped to his first opponent, he crossed his arms in front of himself as the large mans punch slammed into his forearms and he winced under the strength behind them.

Midnight's eyes darted around himself, he counted four not including the first man he was fighting, his teeth flashed slightly as his eyes flashed a brighter gold and he jumped into the air, flipping over his first opponent and landing with a deft thud.

"I'm surprised you can keep smiling kid," The man chuckled "What's your name you clearly know your way around a fight you might actually be useful."

"Sorry but turning to organized crime isn't really in the cards for me," Midnight replied as he dodged another blow aimed at his head "Besides, you guys haven't got anything on Grimm."

Midnight spun to the left of a blow that came down towards his head and cocked his arm back before slamming it forward, it collided with the henchmen's cheek and the man was sent sprawling at the enforcers feet, his red sunglasses cracking to reveal his unconscious state.

"You've seen Grimm?" The enforcer laughed "What are you the world's smallest huntsmen?"

"Not yet," Midnight rolled his neck in a circle producing a slow popping sound as his eyes locked with the people around him that were still standing "But that's the goal." He finished as he lowered almost completely to the ground, he positioned himself like a sprinter would at the beginning of a race.

He rocked back once and leaned his weight onto his back foot before launching forward, to his opponents he seemed to simply disappear in a flicker and loud crunch as the concrete warped beneath his launch point, he reappeared for only a part of a second, if you blinked you'd miss it, his elbow slammed into the closest thug and his palm shot up and collided with his chin, effectively cutting off the shout of pain by knocking him out, Midnight grabbed the thud by his vest and pivoted slamming the unconscious man into the man immediately beside him.

Midnight shifted the moment his weight transferred over to his foot the only moment he was visible for more than a second as he launched to the side, the enforced struck the air he had been occupying and Midnight planted his feet on the wall of a building to the side of them and launched back, his body rolled twice in the air and he brought he heel down hard, the edge of his boot connected with the top of the man's head with a thunderous slam.

Midnight landed lightly and ran a hand through his hair "I hope you enjoyed the show, but since you got me into this mess I'd like it if you told me why you were being chased in the first place." He called loudly, turning the face the ally beside him with a bored look on his face.

Midnight waited silently, arms crossed over his chest in minor annoyance, he'd barely been in Vale a day and he was fighting off the local thugs, he didn't feel bad about it but somehow he doubted Qrow would think of it as an intelligent decision, for a few more seconds nothing happened and Midnight rolled his eyes and strode forward.

The moment he rounded the corner the girls first flew at his face, not expecting the blow he jerked his head back, it still collided with his left eye, but it could have been much worse, he shifted quickly blocking a kick and stepping forward his hand locking on her arm and pinning it to the wall she froze when he spoke "I'll let you go if you agree to not hit me again."

She nodded her acceptance and he let her go and stepped back, what he wouldn't give to be able to manipulate his aura properly his eye was definitely going to bruise and that meant Qrow was definitely going to find out he'd been fighting.

"So what'd you do to piss of the local thugs and on that note why didn't you help me out, I helped you." Midnight complained.

"Sticking your neck out for other people is a good way to get yourself killed," The girl responded coldly "I know better."

"Clearly you don't, stealing from gangsters will get you killed much faster than helping normal people," Midnight countered logically as he sighed "So, what's your name? Why are they chasing you? What's so important about that book?"

The girls eyes widened slightly, apparently she had thought she'd hidden in from him, he tilted his head "You know what, I don't care about the book, do you know where I can get something to eat I have to kill an unknown amount of time."

"Why would I help you?" The girl asked flatly.

"Because I'll buy you a meal." Midnight responded flatly.

The girl watched him for a few seconds with a silent calculating expression.

* * *

It was around a half an hour later when Midnight pushed the curtain for a small noodle shop aside and stepped inside, Midnight froze for a moment as his eyes fell on the shopkeeper, the old man nodded to him "Welcome." He greeted in a practiced tone.

Midnight nodded, concluding that this old man just looked similar to Jayce's grandfather and likely wasn't the same guy as he took a seat, the girl and shopkeeper seemed to be having a staring contest for a few seconds before she simply nodded her head, the old man returned the gesture and disappeared into the back of the shop.

Midnight's head lifted in confusion, what kind of noodles would a man possible make with power tools, he heard a saw and that was most definitely a drill, another door opened and a large bowl stacked quite high with large tuna fish spun atop the counter, the girls eyes practically glowed as she drooled over the meal.

Midnight glanced at the menu "Uh, just give me a regular." He ordered simply as he removed his wallet and placed down the amount for his own meal "How much was that?" He asked nodding to the bowl of fish.

Midnight's face fell when the man simply held up five fingers and he removed the last of the money in his wallet and placed it atop the counter, the girl looked between him and the old man for a few seconds before she received confirmation she was allowed to eat.

Midnight ate slowly and tried to ignore the animalistic feast going on beside him, it had to be a cat faunus thing, he glanced at the girl out of the corner of his eyes, who eats fish heads? He shuddered slightly at the thought and continued to eat.

The girl finished much faster than he did "Blake." She announced suddenly and Midnight glanced up, eyebrows lifting in slight confusion she glanced at him and turned her head away "My name, it's Blake."

Midnight swallowed quickly "Midnight." He introduced.

The two fell into silence after that, Midnight had a number of questions on his tongue but he held them, he got the feeling this girl wasn't one that did a lot of talking but she clearly had something she wanted to ask him.

"Is it true that your learning to become a huntsmen?" Blake asked, almost managing to hide her excitement.

"What happened to helping other people being stupid?" Midnight quipped and she glared at him.

Midnight rolled his eyes, maybe this was another cat faunus thing, cats were notoriously difficult maybe it translated "Yes, I am."

"So you've seen Grimm?" She asked curiously

"Killed Grimm too," He answered simply "I saw my first Grimm, four years ago?" He continued roughly clearly a little unsure.

"Are they as scary as the adults say?" Blake asked again.

Midnight shrugged "I'd be lying if I said they were anything other than scary, they exude dread like a cloud, it's hard to breath around them, they smell like death and you know any mistake is your life."

"But you still want to be a huntsmen despite that?" Blake asked

Midnight shrugged his shoulders and placed his bowl on the counter for the old man to take into the back of the store "I made a promise with a friend to become a hero, I want to protect her and everyone else, I know it's going to be hard and I'm sure quitting will eventually cross my mind but this is what I _want_ to do. I want my life to mean something, even if it only means something to one person that'd be enough."

"That's…very mature of you." Blake inclined her head slightly

"So, what's your story surely there's more to it then liberating literature from gangsters." Midnight asked leaning back and peering at her curiously.

"Nope, just the liberating literature thing basically," Blake chuckled "I'm just trying to survive for now."

"Really? That's it? No grand dreams?" Midnight pouted and deflated slightly "That's boring."

"I take the mature thing back," Blake responded blankly and Midnight simply chuckled "I haven't ever really thought about doing anything else, I just look after myself."

"My teacher always tells me looking after yourself is all well and good, but it's also easy." Midnight returned as his scroll beeped, he removed it from his pocket and flicked it open, the notification read a message from Qrow and he glanced up.

"Well, thanks for showing me this place, the food was good," Midnight thanked genuinely as he got to his feet "Oh and before I go," Midnight reached into his coats pocket and removed a thick piece of black ribbon "Use this to cover your ears, I found it makes life in general much easier."

Blake took the piece of cloth with a quick nod, she glanced up for a moment before tying a small bow over the top of her ears "Well, thanks for buying me lunch and for this." She pointed to the bow.

"No problem," Midnight nodded "I'd say extend my kindness onto someone else, but your all about looking after yourself, so how about you try and come up with a dream for yourself instead."

"Departing words of wisdom from a brat, how I have fallen." Blake lamented sarcastically.

"Hey, we brats view the world differently, our advice isn't always terrible." Midnight countered "Oh, I also suggest this store if you ever need any help, tell em Midnight sent you believe me they'll help."

Midnight removed a small business card from his pocket and handed it to the girl in front of him, she turned the card over a few times before pocketing it, Midnight gave her a last two fingered wave as he disappeared around a corner.

* * *

It had been a long time since Midnight had been to Ruby's home, the words haunted and old definitely sprung to mind looking at the rotting wood that made up the front of the house, although it was still structurally sound it still looked like something out of a horror movie, Ruby's dad really needed to fix the place up.

Midnight took a deep breath and pushed the large gate open, the hinges squeaked in a familiar way and he smirked as he entered the front yard, the garden by the force of a some small miracle remained intact, although that might have been Tai's way of preserving Ruby's mothers memory, true to her namesake she really did love roses.

"MIDNIGHT!" The call started as a far off ringing before eventually stringing into his name, his head snapped to the side passage of the house in time to see his old childhood friend quite literally disappear from in front of him, rose petals fell around the ground where she was and a sudden force hit his chest and sent him careening backwards onto the pavement with a grunt.

Midnight's eyes trailed down to see Ruby grinning up at him "Hello." He greeted calmly.

"Don't 'hello' me get off," Midnight complained and the girl obliged scrambling back to her feet "It's been awhile."

"Yeah, four years and you didn't even write me." Ruby complained crossing her arms over her chest.

"Well to be fair I only had a basic understanding of writing for awhile cause academics aren't high on Qrow's list of really important things to learn so anything I did write you would have been very short and mostly pointless," Midnight countered "Besides I have a scroll now."

Ruby's eyes lit with slight excitement as he flipped the device from his pocket "I've had it for three hours and it's already made life infinitely easier, I don't know how people lived before these things."

"Well we sent birds or we yelled really loud," Qrow quipped as he entered the yard "Hey there kid, nice shiner."

Midnight rolled his eyes "I know I shouldn't be fighting right?"

"No, of course not fight to your heart's content just don't lose it'll slander my name," Qrow countered taking a sip from his flask "I hope the guy who gave you that is eating pavement."

"He and four others," Midnight replied with a shrug, that was a much easier explanation "Jayce said the alterations for my weapons will be finished tomorrow."

Qrow nodded his head "Well don't let me keep you from your long awaited reunion." He waved as he sauntered back into the host.

Midnight glanced at Ruby, the girl actually looked starry eyed "What?" He asked in confusion peering around himself.

"You actually look kinda like a real huntsmen." Ruby squeaked

Midnight stared at her blankly, he gave her a quick once over, she was wearing a black blouse and waist cincher with red lacing over the front, a red hooded cloak, finished with a black skirt and leggings "You actually kinda look like a real huntress yourself red."

"Oh how original wolf," Ruby countered boredly, before he face lightened slightly "Oh I remembered something!"

"Congratulations?" Midnight responded unsurely.

Ruby rolled her eyes "No, it's gonna be fun I swear, it'll be like a secret mission."

Midnight was actually kind of intrigued as the girl stepped towards him and looked around, checking to see if people were listening "So, usually I spar against Yang later on in the afternoon when she gets back from school but today she said she had something to do and said we'd skip it today."

"And I should care because?" Midnight asked tilting his head.

"Because she was wearing 'girl clothes'," Ruby placed the words in quotations using her fingers for emphasis "Yang _never_ wears girl clothes."

"Correct me if I'm wrong but aren't clothes like not alive," Midnight responded faced scrunching in confusion "I mean it's not like they are actually boys or girls, it's just….clothes."

Ruby made a displeased sound between a groan and a grunt "I don't have time to explain the ins and outs of guys and girls clothes to you right now, do you want to help me follow my sister or not?"

Midnight ran a hand through his hair and shrugged "Sure why not, if this turns out to be super boring though you owe me ice cream."

"Why ice cream?" Ruby asked in confusion as the two moved towards the side gate and positioned themselves to wait for Yang to leave.

"Cause I happen to feel like it," Midnight replied matter of factly "So how's training coming along for you anyway anything interesting happen?"

"Not really I'm starting at Signal next year but I've already started building my own weapon," Ruby began simply, Midnight lifted his eyebrows as a gesture for her to continue "It's a scythe and well, a customizable high impact sniper rifle."

"Cool," Midnight responded as he peered around the corner "My weapons are getting tweaked at the moment, they'll be done tomorrow maybe we can have a match?"

"Maybe, I don't need a weapon to wipe the floor with you though." Ruby shot at him.

"I'll have you remember that _I_ am one in the lead right now." Midnight reminded her and she pouted and crossed her arms.

"Trust you to bring up old stuff," Ruby complained before sticking her tongue out at him "If Yang's doing something interesting today we'll be even again you know."

"You're on." Midnight shot back at her.

They heard the front door open and the pair flattened themselves against the wall, Yang moved down the stairs and to the gate briskly, only giving her surroundings a quick glance as she exited the gate and pulled it closed behind her.

Ruby had been correct, she was dark orange sundress and a white pull over coat, as well as a pair of small golden bracelets that Midnight had never seen before, the pair darted forward quickly but silently, staying far enough back that Yang wouldn't spot them if she turned around, although she never really did, she appeared to be talking to herself as she walked, like she was psyching herself up for something.

The two shared a look when Yang abruptly stopped, Midnight nodded to Ruby and the pair crept forward slowly, there was a low wall jutting out from one of the buildings and the two took cover behind that.

There wasn't really all that much to look at around them, there was a movie theatre across the street, a café beside that and then a number of apartment buildings occasionally broken by a small stall or vendor, Midnight glanced at the time displayed on the side of the movie theatre, it was mid afternoon now, just passed four thirty.

Yang leaned against a street light and looked around, clearly waiting for someone, whoever she was waiting for seemed to arrive, she perked up a bit and smiled widely with a wave, the two peered in the direction she was watching and Midnight's eyes widened when he spotted familiar black hair and amethyst eyes, although they were alight with something he didn't recognize.

"Sorry I'm late, the old man is a slave driver lately." Jayce sighed as he arrived, he scratched the back of his head slowly and grinned.

"No, it's fine I got here probably like four minutes ago." Yang replied waving it off calmly.

Ruby frowned, when Midnight dropped behind the small barrier and she leaned down "What's wrong?"

"The guy she's with, he made my weapons for me before I left and he's making the alterations to them, he said he had an appointment later that he couldn't miss, I didn't even think about it." Midnight explained as he glanced at them.

"I still don't get why Yang was being all secretive about this, she's just going to the movies with a boy." Ruby complained peering at her sister calmly.

"I'd keep it a secret too," Midnight replied "I doubt your dad would be happy to find out she's going on a date."

"A date?" Ruby questioned

Midnight nodded in response.

"You have no proof of that, they could just be going as friends." Ruby countered

"Yeah, your sister would definitely wear a dress for an outing with a friend," Midnight replied sarcastically, he gestured with his head for Ruby to follow him and the two moved forward, continuing to follow after Jayce and Yang silently, they were two people behind them in the line and kept their heads kind of low in order to stay out of sight "And he totally just paid for everything, it's definitely a date."

"Or he's just really nice." Ruby countered, although she sounded unsure of herself.

They reached the counter and glanced at the theatre the other couple entered, Midnight glanced at the movies quickly and his face blanked slightly as he removed his wallet, he opened it, the thought occurred to him that he was broke, that was until he saw the small fortune in his wallet and he frowned "Uh, two tickets to whatever is showing in theater two." Midnight asked quickly, glancing at Ruby, there was no way she slipped him the cash, the only other person to get close to him was Qrow, Midnight thought back to the slightly mischievous glint in the man's eyes and quickly realized that he must have slipped it to him at some point while he was talking to Ruby.

"Do you want anything?" He asked casually

"Well it's the movies so you've gotta have popcorn," Ruby replied logically with a small smile, Midnight nodded to the cashier and the woman smirked in response as Midnight placed some money on the counter "I wonder how my uncle would react if he knew about this." Ruby wondered with a smirk.

Midnight tilted his head "He'd most likely make a joke about it, something about a wolf and little red riding hood, I'm sure of it."

Midnight accepted the two tickets and what seemed like an absurd amount of change, he opened his mouth to question it and the clerk seemed to realize what he was about to ask before he said it "Oh, we have a special discount for couples."

Midnights throat quickly became very dry, he glanced at Ruby who was much too occupied with the popcorn, so apparently she didn't hear the cashier "Uh, we, yeah, uh, thanks." Midnight stuttered the words out and pocketed his wallet quickly.

The two moved into the back corner of the theatre silently, they could easily see Yang and Jayce from their seating position, Ruby glanced at Midnight for a moment and he chuckled nervously, she frowned at him "What is this movie anyway?"

"Oh, apparently it's a romance." Midnight answered as he glanced at the tickets.

Ruby groaned in annoyance "But romance's are boring."

Midnight just shrugged "You get popcorn and it's not like we are here to watch the movie anyway."

"Good point." Ruby conceded with a nod as she stuff another handful of the buttered confection into her mouth.

As the theatre darkened Midnight found the tiredness he had shaken earlier that day decided to rear its head and he sank a little lower in his chair, as his eyes grew heavier he peered around a little more, the theatre was relatively empty around five or six couples spread around the seats not including Yang and Jayce and himself and Ruby.

His eyes drifted to his partner as his head lulled back slightly, she had managed to position the popcorn so she didn't have to hold the contained but could still easily eat handfuls of it whenever she wanted to, so her other hand rested a few inches from his own on the armrest between them.

Midnight glanced at Jayce and Yang, he watched Jayce fake a yawn and let his hand fall over Yang's shoulder, the blonde didn't seem to mind and she leaned towards him slightly "Oh, 'the move' how cliché." Midnight chuckled

Ruby turned to him with a confused look on her face "The move?" She asked

Midnight sat up slightly "Qrow told me about it in one of his semi-drunken rants about random things, sitting in the theater," He gestured between the two "Fake a yawn," However Midnight actually yawned stretching his arms over his head, he let it fall over Ruby's shoulders "And tada! The move."

Ruby actually blushed slightly at the contact, she hid the action behind a quick handful of popcorn, Midnight was mostly too tired to be bothered moving his arm again and he just relaxed in that position, unconsciously giving Ruby's shoulder a light squeeze.

Ruby watched her friend silently, she could see he was struggling just to keep his eyes open, she watched his head lean back, he flicked it up in a last ditch effort to rouse himself but it failed and he fell back with a light thud, she shifted ever so slightly and his hand tightened on her shoulder, she shifted enough to lean against his arm more comfortably and glanced at her sister for a moment.

She wasn't sure if it was the rhythmic sound of his breathing or the fact that the movie was mind numbingly boring, but her own eyelids began to grow heavy not long after, unlike Midnight she didn't bother trying to keep herself awake, she simply curled in slightly and made herself comfortable.

* * *

"Soooo, should we wake them up?" Jayce asked as he titled his head glancing at Yang calmly.

The blonde rubbed at her chin for a moment, her eyebrow lifted slightly and she removed her scroll, he heard the snap of a picture being taken before she turned to him and smirked "Now we can wake them up."

"Too late," Midnight cracked an eye open the gold iris focused on Jayce after a moment "You put off your friends weapons for a date."

Jayce shrugged "Hey, I made the date plans before you turned up."

"You make a compelling argument," Midnight rubbed his eyes and his ears twitched as he shifted slightly and shook Ruby lightly "Okay, movies over and we got caught you can wake up now."

Ruby's eyes fluttered open and closed again for a moment "Wha-what?" She stuttered tiredly.

"Comfy sis?" Yang asked

"Supremely," Ruby replied in her drunk from tiredness state as she curled into Midnight a little more, the gravity of the situation around her seemed to slam into her all at once and she bounced up in her chair with a squeak "I mean, ah, Yang whatever are you doing here?"

Midnight unwound his hand from behind his small friend stealthily and rolled his neck, keeping the heat from rising to his cheeks by sheer force of will alone.

"Well, I was trying to go on a normal date," Yang explained calmly "But my nosy sister and her friend followed me."

"Whaaaat?" Ruby responded as if surprised, the group just stared at her blankly and she chuckled nervously and scratched the back of her head.

Midnight's scroll beeped and he started slightly as he cracked it open, his face turned serious as he looked at Jayce "How long will it take you to finish my weapons?"

"I actually got a fair bit done, maybe an hour max?" Jayce replied glancing at the faunus curiously.

"I'm going to need them quickly." Midnight stared at his friend for a second, Jayce nodded his head quickly.

Midnight pocketed his scroll "Sorry to cut your date short Yang." He lowered his head quickly and Yang just shrugged.

"I kind of expected this to happen when I spotted you two," Yang replied "I'll take Ruby home."

The four moved from the theatre quickly and departed in separate directions, Midnight and Jayce walked along silently.

"Soo, Yang huh?" Midnight asked

"Ruby huh?" Jayce responded

"I have no idea what you're talking about." Midnight returned flatly

"Sure, whatever." Jayce replied flashing his palms calmly

"You should have kissed her goodbye." Midnight noted simply.

Jayce colored slightly "I'll pass on doing that in front of my friend and her sister thanks."

"Wimp." Midnight taunted

"I won't put your weapons together." Jayce threatened.

"I'm terribly sorry." Midnight bowed his head and clapped his hands together quickly.

Jayce just laughed in response.

They set a good pace to From Dust Till Dawn, they greeted Jayce's grandfather quickly and darted into the back room, Midnight trailing close behind Jayce as the boy led him into his own room, his weapons were still in a few pieces on a large work bench.

"In order to make them into a great sword I needed to remove the punch dagger functionality, you've got two swords now, each one is a half of the great sword, your ranged capabilities have two parts, one the blade of the sword snaps down working like a sawed off shotgun you can load rounds here," Jayce gestured to a long barrel running down the length of one of the blades "When you split the sword into its two small swords, you can use them in their original pistol form."

Midnight nodded his head quickly "Perfect thanks."

The pair remained silent as Jayce went to work at re-assembling the weaponry, Midnight sat on the boys bed calmly and watched his scroll in case he had to leave faster, true to his word, it only took Jayce an hour to put the new weapon together.

The great sword was massive even by the standards of other swords in its class, the blade easily larger than him, it wouldn't be a permanent problem, the hilt and cross guard were almost built into each other at the edge of the hilt the blade curved around the edge of his hand on either side, Jayce quickly gestured the three transformations in front of him, rotating the hilt caused the center of the blade to split right down the center, the two smaller swords were simply put two halves of the larger sword with completed hilts, a small ring was placed on the edge of the hilt, Midnight threaded his finger through it and it allowed him to rotated the blade in a rapid spin, he shifted them into their pistol form by snapping the ring down to the bottom of the hilt, all three transformations fit his hands like a glove and he grinned slightly as he shifted them back into swords and slammed them together, Jayce handed him the weapons new holster, currently the only way for him to carry the large sword was across his back but he'd make the alterations as needed.

Despite its large size the weapon remained freakishly light as Midnight snapped it onto his back he held out his fist and Jayce bopped his own against it "I'll see you when I get back and I want the whole story on you and Yang met, I'm sure it'll be interesting."

"Sure thing," Jayce replied with a grin "Let's hope you don't have to leave so abruptly next time."

Midnight nodded before something occurred to him "Oh, can you get my contact information to Ruby, I meant to do it earlier but we got caught up."

Jayce inclined his head quickly and Midnight gave him a quick salute as he left the shop.

Midnight met up with Qrow on the outskirts of the city and silently fell into step behind his teacher.

At the time the boy wasn't aware he wouldn't return to Vale for six years.

* * *

 **A/N: Ah, finally done, this chapter is actually the longest single whack I've ever written, I tried to keep it as edited as I could but it's bound to have a few more errors than normal, please point any you notice out to me and I'll work on fixing them as I go.**

 **So, the next chapter will have another time skip, I realize this story maybe moving a little quickly, but it's mostly due to the fact that if I took the time to write out every little thing there'd be a lot of boring stuff, so I am trying to get into the main cannon material a little faster regardless I hope you have enjoyed this chapter, I certainly enjoyed writing this iteration of this chapter and for anyone wondering Ruby and Midnight were a little under 11 years old in this chapter, putting Jayce and Yang at 13, since it's a two year age gap and to be completely honest, Jayce and Yang wasn't going to be my original intention for this chapter, but it sort of sparked a scenario and I thought it'd be interesting to write and I am actually quite fond of it, so I'll flesh Jayce out a little more over the course of the story but he will remain as more of a secondary character so don't worry too much about that!**

 **Sorry again for the long wait for this chapter, as I said at the beginning with my schedule opening up I'm hoping to write a little more frequently so hopefully it won't be as long a wait until the next chapter and so I'll see you guys in the next one, peace!**


	4. Chapter 4

**A/N: I said the updates would be coming a bit faster, although I'm going out tomorrow night for a friends party so it's unlikely another chapter will come till Sunday or Monday depending on how long the chapter ends up being, but enough about that enjoy the chapter!**

* * *

Midnight eyed a group of three in the reflection of a mirror in front of him, he'd quickly learned that Qrow tended to avoid authorities in the other kingdoms and the pair often ended up ducking through seedy taverns and old barely standing buildings.

In the six years since he'd grown considerably, standing at just shy of six two, he swirled a glass of water in front of him and glanced around, the bar was much like any other he'd ever been too, at least it seemed well maintained, mercenaries and criminals crowded the tables, hollering at waitresses as they moved passed, Midnight ignored most of the noise, his ears twitched slightly and he shifted uncomfortably, when he turned fourteen he ended up growing a tail as well as the ears atop his head and it made most clothing uncomfortable, his ears were relatively easy to hide these days, the length of his hair meant he could flatten them into the top of his head and they went unnoticed, his tail was much less agreeable.

The extra appendage came in handy after he learned just how much extra balance it gave him, but when he was attempting to avoid drawing attention himself it certainly did more harm than good, he shifted again hoping to placate the limb for a few more minutes.

Qrow had tasked him with shadowing a mysterious group of three, the huntsman had overheard them as he described it "Putting their noses in places they shouldn't." It wasn't the first time Midnight had been sent on a mission his own, he hadn't kept count of the solo missions Qrow had given him the last six years, although he could remembered he was thirteen when Qrow decided that the pair no longer needed to spar against each other and that Midnight should focus on adapting his own style to his weapons.

He hadn't learned much about the three strangers her was following, he knew one had silver hair but they never occupied a space very long and they had kept dropping their scents, making them difficult people to track, in fact he found them irritating but Qrow had insisted on not killing them until they were deemed a definite threat so Midnight kept his position at the bar, occasionally sipping at the water and glancing sparingly at the mirror to make sure they were still in the establishment.

The three wore heavy hooded cloaks, they completely obscured their faces and spoke quietly, even with his hearing he couldn't catch what they were saying, although the rowdiness of the bar definitely helped in that regard, he sipped at his drink again and glanced towards where his sword was placed, the bar had a rule against weapons being carried inside as to keep problems to a minimum.

The three figures finally moved, getting to their feet relatively quickly and leaving the bar swiftly, Midnight watched them leave silently, he downed the last of his drink of a fluid motion, only pausing when he heard his scroll go off, his ears perked out of the mess of his hair as he opened it, they couldn't have been up for more than half a second before he heard a lumbering set of footsteps thunder behind him.

Midnight shifted slightly, placing the scroll back inside the inner pocket of his large black trench coat, it split at the bottom of his back and spread out behind him as he spun around and leaned against the bar, cracking a wide grin.

"Can I help you fella's?" Midnight asked jovially, eyes regarding each calculatingly in turn, the largest stood in front of him, he actually had to crane his neck to look up at him, his cronies were a much more manageable size.

"Didn't think dogs were allowed in places like this." The large man grinned widely, a gold tooth flashed in front of Midnight as the boy leaned back a little further almost relaxing onto the bar.

"I'm terribly sorry I didn't know, if I see one, I shall inform you immediately." Midnight replied calmly.

"I don't think you understand the situation you're in brat," One of the men voiced threateningly behind his large leader, another laughed before adding "Well, maybe we can bring him with us, might be able to teach him a few tricks!" The group broke into loud laughter and Midnight tilted his head.

"Tricks?" He questioned playfully "Of course I know some."

Midnight straightened and held up his empty palm, with a quick flourish a small throwing dagger appeared between his fingers, he twirled it around them idly "Of course, they are only knife tricks," He added almost as an afterthought "Shall I show you one more?"

The men behind the larger one seemed to realize they may have been biting off more than they could chew, they looked at each other nervously as Midnight continued to idly spin the knife around his fingers, the large man lifted an eyebrow at the young boy "Your gonna need more than an oversized nail to take me down." He warned threateningly.

Midnight threw back his head and laughed, he shifted slightly, he moved fluently three quick steps and three flashes of silver flew passed the larger man, pinning his followers to various surfaces, the larger man reacted after a second as Midnight flicked another dagger into his hand with a flourish, he kicked off one of the support beams of the bar and slammed his knees into the larger mans chest, the blow caused the man to topple back and Midnight landed deftly over the top of him knife hovering an inch over his eye and another three between his fingers ready to launch at anyone else who so much as moved.

"I'm going to leave this bar and you are going to stay right here on the ground until I do so, you move you and your," He glanced around for a moment "Friends, will die before you can get to your feet am I completely understood?"

The large man nodded his head enthusiastically and Midnight rose to his feet quickly, he walked around the room, retrieving his knives and returning them to positions within his sleeves, he placed a few lien notes on the table and inclined his head to the barkeeper "Sorry about the mess." He voiced simply, he retrieved his sword and slung it across the back of his waist as he left the building.

Midnight glanced at the ground quickly, knowing catching their scent would be near impossible, all his nose was getting was the scent of water, he glanced at the angry looking storm clouds rolling over his head, it wouldn't be long before it was hammering down, he needed to get them in his line of sight before that happened.

Thankfully, being a faunus certainly had its perks, he could recognize the fresher tracks in the dirt at his feet quickly despite the waning light, his tail wriggled free from the confines of his pants and swished behind him as he lowered his body slightly and broke into a sprint.

The direction they were going seemed to be towards Vale, he frowned, he had been tailing them awhile and they usually tried to avoid large cities, trying to keep off the map and away from authorities much like Qrow preferred too, although he had a feeling they had very different reasons for doing so.

Midnight's hair stood on end at the sudden shift in temperature as he moved into a slightly cleared section of the forest, that was certainly far from normal, he could barely make out a group of four ahead of him through the trees he broke through the line of trees in as a massive number of their leaves were ripped from them he slid to a stop and admired the sight in slight awe, the leaves froze solid and rotated before spearing down, Midnight finally noticed what he assumed was the cause of the drop in temperature, he lowered slightly as his eyes narrowed and he launched himself forward.

Midnight glanced at the dark skinned woman quite literally floating twenty feet in the air, she noticed him and he flashed a quick signal that he wasn't a foe, she seemed to accept it and her eyes narrowed on two of the three people in front of her, Midnight appeared next to the one with silver hair, he could make out the look of complete surprise in those grey eyes at his appearance, although thanks to the thick mask he couldn't make out anymore than that, Midnights foot planted with a loud crunch and his fist flew forward slamming the silver haired boy into his light green haired partner.

Midnight eyed to two in front of him, the woman seemed to be dealing with the black haired one across from them, the two partners eyed each other and glanced at the third person, the black haired girl drew her finger across her throat and Midnight merely grinned at the two turned their full attention to him.

Midnight altered his stance, he quickly gave the two nicknames in his head, the green haired girl became 'Mint' and he decided that calling the guy 'Grey' seemed fitting enough.

Midnight lifted his fists and his front foot hovered on the tip of his boot, elevating his knee slightly off the ground, his elongated canines flashed as his eyes narrowed, Grey moved first hopping into an altered stance before launching towards him, Midnight shifted knee lifting up and deflecting the low kick before his opponent flipped around and brought his heel down, Midnight blocked with his forearm and Grey leaned heavier on Midnights arm.

Midnight lowered slightly before forcing it off and whirling inwards, elbow slamming into Grey's stomach, the boy lurched forward and Midnight rotated into a straight that sent the boy hurtling back to the feet of his partner.

Grey was back on his feet quickly as Mint charged him, she drew her weapons and Midnight back stepped their first slash quickly, she advanced onto him quickly not giving him enough time to draw his sword, Midnight shifted and weaved between her attacks, his eyes darted around as she swung both of her weapons down at him, with a quick movement he drew two daggers and blocked them, the blades hovered a few inches from his face and he eyed his opponent she shot him with a quick wink as the handles shifted an a trigger appeared.

Midnight's eyes widened momentarily as he dropped onto his palm and whirled around, he knocked the girls legs out from under her and launched her backwards, he pocketed the daggers and drew his sword in a rapid motion as she flipped backwards and fired a few shots at him, the bullets pinged off the flat of his blade.

He felt his back brush up against something and his head snapped back enough to confirm it wasn't an enemy, the woman who had been floating quickly turned back to her opponent upon realizing it was him.

"Soo, any idea what you did to piss these three off?" Midnight asked as he blocked another set of shots from Mint.

"Nothing comes to mind." The woman responded

A drop of water landed atop Midnight's head and he sighed "Fantastic." He voiced simply as he planted his foot and launched forward. Grey moved to meet him, Midnight spun quickly and brought his sword across in a wide arc, Grey jumped into the air and landed along the flat of the blade and Midnight could see the smirk in his eyes, Midnight tilted his head as the rain began in earnest, pelting down on them relentlessly.

Midnight spun the hilt the sword split in half and Grey's balance buckled as what he was standing on split in half and Midnight drew the swords back, he spun quickly and Grey ducked under the blow and rolled backwards, Midnight heard gunshots fly at him and he spun the second sword on his finger effectively knocking the bullets off course before he pulled the ring on the hilt of the right sword, it reverted to its pistol form and he drew it in front of himself, the gunshots echoed in his ears and Mint was forced to defend instead of shooting at him.

Grey darted forward again and Midnight shifted two shots flew towards Grey's head and he dodged around them and leapt into the air, heel coming towards Midnights head, the dark haired boy spun left and brought his sword around meeting the blow with his own, the pair recoiled and Mint fired another pair of shots at Midnight.

Midnight brought his gun around and fired back, the bullets collided in the air and pinged off each other, spearing into the ground or flying uselessly into the air, Midnight ducked under Grey's kick and fired two more shots at Mint before rolling around and whipping up his foot collided with the side of Grey's head and he launched forward, reverting the gun into a sword he slammed them together and brought them down in a heavy overhead strike, Mint dodged back and Midnight shifted and spun around bring the sword along with him, the speed of his strikes clearly took her by surprise and she struggled to keep his large sword away from her.

Her eyes flickered over his shoulder and he snapped his sword in two and flattened the blade against his back, Grey's boot rested near his face and Midnight smirked for a moment before he heard the telltale click of a firing mechanism and his eyes widened as he whipped his head to the side, the bullet grazed passed his temple and Midnight spun around, forcing the two back away from him.

He could feel blood trickling down his face, the warmth seemed foreign against his cheek compared to the freezing rain that had been pelting away at him, his grin widened slightly, taking on a wild manic appearance as he glanced between his two opponents, his eyes narrowed and glowed brightly, Midnight snapped his sword back together and returned it to the sheath on his back as his nails elongated to claws and a loud animalistic growl broke from his throat, his breath turned to an icy mist in front of him and Grey paused before he attacked noticed the small frozen pieces of water falling to the ground in front of Midnight.

A thin sheet of ice formed over the puddles of water around them a Midnight broke into a laugh, Grey's eyes darted up as he heard what could be described as a gunshot, his eyes met the golden eyes of Midnight moments before the his fist slammed into his mask and sent him toppling back.

Mint seemed to recover from the initial shock of seeing Midnight freeze a small area around him and her weapons shifted as she fired more shots at his back, Midnight lifted his leg and slammed it into the ground, spikes of ice erupted into the air and the bullets embedded themselves into the pillars uselessly, Midnight reared his palm back and slammed it into the ice pillar, sending it hurtling towards Mint, she dived out of the way as the pillar left her line of sight she saw Midnight launched towards her, his hand closed around her neck and he drew her around and threw her at her partner, she collided with him with a loud thud.

Midnight shifted his feet slightly and launched towards the downed pair as the scrambled back to their feet, Midnight noticed a red circle appear on the ground at his feet and he launched into the air as the ground exploded he landed just passed the downed pair and slid to a stop, he glanced at the third member of th group in time to her get launched across the road b the dark skinned woman and he turned back to the two in front of him, who had now regained enough of their senses that they were moving to attack him again.

Grey reached him first, boot flying towards his face quickly, Midnight tilted to the side to avoid the blow and his fist shot forward connecting with Grey's face hard enough to crack the mask he wore, he expected to hear gunshots but he frowned when he heard none, them something collided with his back, it took him only a moment to realize whatever it was that hit him was falling backwards and his arms shot out to catch it, he caught the woman that he'd been fighting with just before she hit the ground, three large black shafted arrows protruded from her stomach and a patch of blood was expanding where they had hit her.

He didn't have a lot of time to considered what happen as gunshots met his ears followed by the whistling of arrows, Midnight clenched his fists and slammed them into the ground, erecting a large circle of ice to enclose them for a moment as his mind raced to come up with a plan, his nails returned to normal but his eyes remained bright as they darted around.

"You should leave," The woman managed to get out, blood had begun to trickle from the edges of her mouth, apparently she didn't have the aura necessary to heal herself, so removing the arrows wouldn't help "They are after me, just give me up and run as fast as you can."

Midnight glanced down at her "Save your energy unless you have a useful plan please." He instructed flatly.

He removed his scroll and opened it quickly, he flicked to Qrow and sent a quick distress call and his coordinates, the man said he shouldn't be too far behind, but that still meant Midnight had to keep himself and this injured woman alive until Qrow got there, he examined the walls of ice he'd made around them, they were already thinning as the three outside pelted away at the makeshift wall.

Midnight's scroll beeped and he opened it, Qrow's message simply read.

 _I'll be there in two minutes, hold on kid._

Midnight rose to his feet and peered at the walls, determining which one would break through fastest "Stay here and rest miss."

"Amber, my names Amber." She breathed out.

Midnight nodded his head and grinned "I'm Midnight, I'll have you tell me all about those magic powers of yours after I save you."

She managed a weak smile as Midnight drew his weapon and moved to the part of the wall at its weakest, he could barely make out the black haired woman through the ice, he left his hand and his eyes narrowed, the ice cracked in a square and he slammed the black forward with his foot, the woman lifted her hand and the ice exploded as Midnight rolled through the hole he had just created and lifted his head, refreezing it behind him sealing Amber inside as he charged the black haired woman.

She narrowed avoided his sword and jumped into the air, she fired a set of three arrows at him and Midnight flipped backwards to avoid them as he snapped his sword in half and shifted the blades to their pistol form, he spun quickly and fired a quick set of shots at the woman, snapped her bow into two swords to block the shots as Grey launched himself towards Midnight's back, Midnight flipped forward, Grey's boot flying passed his head as he rotated around whipping the grip of his pistol across the side of Grey's face and firing at Mint before she could shoot at him as he landed, the guns shifted back into the swords and a whistle caught his ears and he slashed back, cutting an arrow cleanly in two as a circle appeared at his feet, he threw his palm at the ground and a plate of ice formed under his feet before the explosion launched him into the air, as the plate shifted around he snapped the swords together and lowered slightly before launching himself off the plate at the ground he hit the ground with a thunderous crack and tit split apart beneath his feet he planted his foot against the edge of his blade and launched forward the black haired woman was taken by surprise at him leaving his weapon behind and only barely managed to defend the punch the crashed into the side of her weapon, Midnight whirled around foot slamming into the center of the bow, the weapon groaned before snapping in half.

Midnight slammed his heel into the ground and a pillar of ice shot upward, deflecting Grey's kick he slammed his elbow into the pillar and Mint was forced to dodge it before she could fire, he chained a second punch into the elbow and forced the black haired woman to jump away from him, her bow rendered useless she switched back to her swords as Midnight exhaled freezing the rain around him and pushing his hands out to either side of him, sending the out in every direction and forcing the three surrounding him to defend as he launched himself back, he drew his sword from the ground and rested it along his shoulder as he positioned himself in front of the dome of ice he'd left Amber in.

It was harder to breath now, his lungs desperately pulled in more oxygen and the use of his semblance was taxing him as he forced the exhaustion out of his mind and forced his breathing to remain even as he watched the three opponents closely, that was when he heard a tap from behind him, he made no external indication that something had happened as the tapping continued, three quick, followed by two much slower and Midnight's smirk widened, he flipped his sword around in one fluid motion and sheathed it.

He slammed his palms together and exhaled his aura spiked and the rain in front of him froze into a thick sheet before he moved his hands around in a wide arc, the ice spun into a blizzard and the dome of ice melted, Midnight slunk back and Qrow caught him quickly and darted off in the other direction disappearing into the forest.

When the small blizzard finally died down, the three removed their masks and the black haired woman's eyes narrowed dangerously at the empty spot in front of them all of her work had been completely destroyed by one oversight, she did not think any huntsmen would catch wind of their little investigation.

"What do we do?" The silver haired boy asked

"The plan hasn't changed," The woman replied coolly "It's simply been delayed, that's all, I will have that power and when I do, nothing will stand in my way."

She turned abruptly on her heel and strode away, the other two paused for a moment and glanced at each other before moving to follow her.

* * *

Ruby opened her scroll again and frowned, she still hadn't received a response from Midnight, he usually got back to her relatively quickly, well he did tell her that his new mission required some stealth so he might be in a situation where he can't just rip out his scroll and message her back, she chewed on her bottom lip nervously as the thought of him getting into real trouble crossed her mind, she dismissed it with a quick shake of her head as she flicked across to the music she had stored in her scroll and hit play, she pulled her headphones over her ears and continued to surf through the magazine in her hands.

Jayce and Yang had left a while ago, leaving just her and Jayce's grandfather in the small dust shop she wanted to talk to Jayce about some weapon pieces she needed to make some improvements to crescent rose, so she decided she'd just hang around the back of the store until they got back, his grandfather didn't seem to mind.

Her foot tapped in time to the beat of 'This will be the day' as her mind drifted onto other things, the magazine in her hands mostly forgotten it would have been almost six years since she's seen Midnight, she wondered how much the boy would have changed by now's he'd like to think not much, but she knew better.

She let out a sigh at her own revolving thoughts, she sort of envied him, he got to go off and kill grimm and be a real huntsman in all but name while she was stuck in school, not that she didn't like school, she just wasn't the greatest conversationalist on the planet, her thoughts stopped short when someone grabbed her shoulder and she turned around to see a black suited man with a red tie and shades talking to her.

She slid her headphones back around her neck as she realized he was speaking to her.

"Kid, I suggest you get on the ground before you get hurt." He commanded threateningly.

Ruby lifted an eyebrow and shifted around, looking at the store over her shoulder, she saw a number of goons dressed similarly to the guy in front of her filling canisters of dust, Jayce's grandfather had his hands in the air while a man in a white suit, a black bowler hat with a red band around it and a cane in his hand he was twirling idly while his men took the dust around him.

"I'm not gonna ask you again kid." The first goon warned raising his weapon threateningly.

Ruby jumped into the air quickly, slamming both her feet into the man's chest and forcing through with her semblance, launching herself through the stores front window and sending the goon rolling away from her.

The bowler hat guy sauntered out of the front of store, a look of confusion marred his features "Oookay?" He sounded as he glanced at the small hooded girl in front of him.

Ruby hit the pause button on the side of her scroll and pocketed it as she drew her weapon, she rolled it around her shoulders and forearm before planting the tip in the ground and smirking at the leader simply.

The leader cocked an eyebrow and looked around at his men "Well, get her." He ordered, making a shooing motion with his hands.

The henchmen quickly moved around Ruby and the girl's head moved slightly to keep track of them all, when they surrounded her the one behind her rush first, she spun her scythe up quickly and sent hit weapon into the air, whirling the weapon around she fired it to gain a bit more momentum and slammed her foot into the side of his head as the others rushed her, she rolled over the blade and brought it down, slamming the flat of it into the top of another goons head before rotating her grip on the haft and firing it around in a circle, knocking the legs out from under the remaining two goons and downing them.

The leader rolled his eyes and groaned as he stepped over one of his downed men "You were worth every cent, truly you were," He announced flatly, he flicked his cigar and placed it back in his mouth "Well, 'Red' I think we can all agree it's been an eventful evening. And as much as I'd love to stick around, I'm afraid this is where we part ways."

The end of his cane flicked up and a small crosshair centered on Ruby, the girl's eyes narrowed as she flipped her scythe down and fired a shot in response to his, the bullets collided in front of her and she was obscured in smoke, the Leader frowned against the plume before a second of it was dragged out and he lifted his cane in time to block the downward slash of the girls scythe he forced back and she whipped around, slashes coming across towards his head rapidly, he sidestepped or blocked them before firing a shot into the ground in where Ruby had to land, she fired a shot down to avoid the hit but the smoke against blocked her vision.

She was surprised to find the street empty when the smoke cleared, she looked around quickly and spotted him climbing a ladder a small distance away.

"You okay if I go after him?" Ruby asked quickly, Jayce's grandfather nodded quickly and Ruby dropped low before launching forward, she scaled the side of the building with a few well times shots and her semblance, she flipped over the lip of the building and the man spun quickly and fired a shot at her, Ruby curled behind the blade of her weapon, the explosion struck something a small distance from her and Ruby cracked an eye open in surprise.

A blonde woman regarded her with a quick scowl as a bullhead flew over the top of them, hovering at the edge of the building as the orange haired man jumped inside, Ruby spun her weapon around a fired a few shots at the side of the bullhead, the man fired another shot at her feet and Ruby felt something throw her back before the blonde woman flipped out of the way.

The blonde lifted her riding crop above her head, the rubble created from the explosion solidified into a large shard and flew towards the bullhead, the man darted into the cockpit and Ruby realized he had taken the controls of the ship, a ball of fire flew from the side of the ship and slammed into the shard, the blonde split the shard quickly and brought it around the ship, whilst a large dark cloud position itself above the ship and rained small shards of ice over the top of the hull.

The person in the side of the ship staggered as the bullhead shuddered under the attack, Ruby could barely make out the person's eyes glowing brightly as she drew her arms on herself and threw them out, a wave of fire shattered the attacks assaulting the bullhead and it pulled away from the roof, the doors closed as it got out of range.

Ruby glanced at the blonde woman beside her, she had already figured out she was a huntress, the blonde regarded her with a green eyed glare and Ruby's excitement at meeting an actual Huntress quickly dissipated, she had seen that look before.

She was definitely in trouble.

* * *

Barely an hour later Ruby found herself seated on a cold metal chair in a bare concrete room, save for the chair she was sitting on, the chair across from her and the metal table in front of her and the blonde, who she had discovered was named Glynda Goodwitch, pacing around in agitation.

Ruby watched the woman silently as she spoke "Your actions today put yourself and money others in danger young lady, I hope you realize the seriousness of your actions. If it was up to me you'd be sent home with a pat on the back…" Ruby lightened a little and Glynda seemed to notice slamming her crop down on the table "And a slap on the wrist."

Ruby deflated into her chair again.

"But there is someone here you would like to speak with you." Glynda explained with a sigh as she took a few steps back and the door to the room opened, Ruby waited silently as the man walked inside, setting his cane against the side of the table and taking the seat opposite her and placing a plate of chocolate chip cookies on the centre of the table.

The bespectacled gray haired man in front of her wore an unbuttoned black suit over a buttoned vest and green undershirt a dark green scarf was tied around his neck with a cross symbol in the centre of it.

"Ruby Rose," He began slowly tilting this head slightly to the left "You have silver eyes." He noted plainly.

"Uh, yeah," Ruby replied in confusion "I'm sorry, sir, am I in trouble or?"

"Do you know who I am?" The man asked calmly

"Of course I do sir, your Professor Ozpin, headmaster at Beacon." Ruby answered, glancing at the cookies in front of her as her stomach voiced it's protests at being denied the treats in front of her.

Ozpin gestured for her to eat them "I just have one question for you miss Rose, where did you learn to do that." He pointed to the scroll in Glynda's hands, a replay of her fight with the goons and the bowler hat guy was playing on it.

"Signal Academy, where I'm studying to get into Beacon." Ruby answered honestly.

"They taught you to use one of the most deadly weapons mankind has ever conceived?" Ozpin asked, eyebrows lifting slightly.

"Well, not exactly, my uncle Qrow uses a scythe and I always kind of admired him for it so I built myself a scythe after I tested one he made for me, out of wood and it just felt some comfortable in my hands," Ruby explained her hands opening and closing unconsciously in front of her, Ozpin noticed that the plate of cookies had already been cleaned "He always says the right weapon…"

"Chooses the wielder," Ozpin smirked "Yes, I am well aware of Qrow's beliefs, so I take it the dusty old man has been teaching you as well."

Ruby inclined her head "When he can."

Ozpin rubbed at his chin "And if I may ask, what is an adorable girl such as yourself doing at a school designed to train warriors?"

"I want to be a huntress." Ruby answered resolutely.

"You want to slay monsters?" Ozpin asked for clarification.

"Sort of, I know that as a huntress that's one of my main jobs, but they are much more than just monster hunters, I've always looked at them as heroes, like in the old stories, symbols of hope, bravery, courage, protecting people who can't protect themselves…that's what I want to be." Ruby explained, bowing her head slightly as she spoke.

"So you want to come to my school?" Ozpin asked, tilting his head as a small smirk curved the corners of his mouth, Glynda rolled her eyes at the man discreetly.

"More than anything." Ruby answered quickly.

Ozpin chuckled "Hm, Well okay."

Ruby's eyes widened slightly as the words reached her ears, she managed to contain her excitement to just trembling as she left the station and arrived on the street, where Yang was waiting for her before she jumped into the air with a celebratory squeal.

"Whoa, Ruby what happened?" Yang asked trying to calm her sister down enough that she could utter more than broken words.

"Ozpin just invited me to Beacon." Ruby finally got out

Yang grinned and glanced to her side "You hear that."

Ruby's eyes trailed over to who Yang was talking too, she noticed the twitch of two black wolf ears, the swish of a dark black tail that ended in a white tip and a semi-cocky smirk plastered on the face of Midnight before he spoke "Well isn't that just a crazy coincidence." He chuckled, his gold eyes glowing slightly.

Ruby froze for a moment and just stared at him blankly, Yang waved her hands in front of her sisters face "I think she broke." She announced.

Midnight laughed as Ruby's brain seemed to reboot and she launched forward slamming into his chest and sending him flying backwards, while the gesture may have been more innocent when they were younger, Midnight stiffened under the girls grasp as he felt heat rise to his cheeks, upon noticing the childish grin plastered on her face her managed to fight it back "Just one normal greeting, is that too much to ask?" He asked playfully

"Yup." Ruby replied, popping the p.

Midnight rolled his eyes as he climbed to his feet, he helped Ruby up "Well, as much as I'd love to stick around and catch up, I haven't slept in almost forty seven hours and I am very tired, I only came here because _Yang_ told me you were in trouble."

Ruby laughed "I was in a little trouble, thanks though."

"You can ask me everything I'm sure you dying to hear about on the airship tomorrow." Midnight saluted quickly as Ruby climbed on the back of Yang's motorcycle.

"And I'll make sure she isn't late," Yang announced "See you tomorrow Midnight."

Midnight nodded in reply as the pair pulled into the street and sped away, he turned around quickly and made his way towards Jayce's home, knowing his friend would give him the couch for the night.

* * *

 **A/N: And there it is, the conclusion to the pre-Beacon stuff, now I was looking at the Wiki and I rewatched a few episodes of the first season and it doesn't ever really specify that Cinder's ability to use fire is linked to her taking some of Amber's power, which was prevented in this iteration of the story, so I am going with Cinder's fire usage is just due to the fact that she has expert control of Dust.**

 **Secondly, I'm sure people will be like "Great, another overpowered OC who just 1v3'd the main bad guys of the show." Let me just stop you there, Midnight is far from overpowered, I view Emerald, Mercury and Cinder as quite analytical, they plan things out meticulously and play to their strengths in encounters, however I feel like they aren't very good at improvising, Midnight was a complete unknown to them and whilst he is by no means weak, without the element of surprise and the fact that they had no idea how he fights gives him an advantage in this fight, I assure you the fights after this will be much closer.**

 **Thirdly, I am trying to adapt the straight from Canon fights in a familiar but 'new' way, I don't want to completely abandon them, but I don't want to just rewrite the original cannon material so I hope you guys enjoyed that part of this chapter.**

 **And, completely well sort of, unrelated to this story, I'm actually excited that people want to see Midnight paired with other characters, although I am going to quickly warn you now and say** _ **this**_ **story will be eventual RubyXOC although I feel like this was kind of obvious, I want to set it in stone now to avoid any confusion.**

 **Sorry about the long author's notes, but I hope you enjoyed the chapter anyway and I will see you guys in the next one, peace!**


	5. Chapter 5

**A/N: Well, I said it'd be Monday at the latest, the party with my friend was fun, I danced as much as my busted leg would allow, sang 'Monster' by Skillet, lost my voice got beaten at Rocket League, it was a good time ended going for a day longer than expected so I didn't even get back home till yesterday, ignoring my still quite sore throat I'm doing pretty good.**

 **Aside from that gonna just address a few questions surrounding Midnight's Semblance, a number have people have said 'just ice powers?' and I just want to collectively answer no, he doesn't have just ice powers, the full details of his Semblance will be detailed over the course of the story, but I have put clues about his range in the last chapter, I do wonder if anyone will be able to pick up on it, good luck on that and I hope enjoy this chapter!**

* * *

"Midnight!" The faunus boy jerked up at the shout and looked around in tired confusion "We need to leave soon, hurry up and get ready." Jayce called from the other room.

Midnight yawned and ran a hand through his hair as he rolled to his feet stumbled into the bathroom, the zombie that stared back at him was barely in his likeness, dark bags hung under his eyes, his hair stuck up in every direction and his ears drooped towards his forehead his tail hung limply behind him as he turned on the faucet.

The first splash of cold water that struck his face caused him to take a sharp breath as the nerves on his face screamed violently in protest, he glanced at his reflection and found some color returning to his face as he splashed it again and reached for a towel, he rubbed the water off and returned to the living room.

He pulled on his pants and shirt, he paused for a moment to search around for his armguards and boots, he found his coat by the door his weapon leaned against the wall, the great swords original paint had long since worn away, leaving it a dull grey he grimaced as he pulled his coat on and slung the weapon across the centre of his back, hilt protruding above his shoulders.

He entered the kitchen where Jayce sat with a bowl of cereal, the black haired boy glanced at him for a moment and nodded his greeting, Midnight plopped down across from him and poured his own bowl and began eating quickly.

"Do you think we will see much of each other at school?" Midnight asked as he finished his bowl and rinsed it in the sink.

"Well, ignoring classes, the dorms are in the same place and there's only one cafeteria, so odds are I'll be seeing your ugly mug quite often." Jayce shot at him.

"Hey, chicks dig scars you know?" Midnight replied jokingly.

"Can't say that I do know," Jayce replied with a shrug, glancing at the dark brown slash scar on Midnight's cheek "I don't think you ever told me how you got that."

Midnight lifted an eyebrow "Oh, it was like two days before I met you, Beowulf claw."

"Not sure if sorry or 'nice' is the thing to say." Jayce responded with a frown.

"Well, now you said both," Midnight waved off "Alright Mr. Can't be Late let's go."

"Being on time is an important skill," Jayce returned with a shrug "Better than Mr. Late all the time."

"I'm not late all the time," Midnight defended "Just _most_ of the time, there is quite a large difference."

"So does Ruby know yet?" Jayce asked

"Know what?" Midnight asked in confusion.

"Oh, my mistake I thought you already knew." Jayce shrugged

Midnight watched his friends face blankly, he knew there was some kind of hidden message he was supposed to get in there, but he was too tired to be bothered looking for it "Oh that reminds me, you never told me how you and Yang became a thing."

"Well, you haven't really asked." Jayce responded

"Consider that me asking," Midnight sighed in response "I'm still convinced this is all an elaborate scheme."

"I'm hurt." Jayce placed a hand over his chest in mock pain.

"Yeah, I have no faith in any game you think you may have, so spill it," Midnight pushed blankly "Did you sell your soul or something?"

"Yes, I am a soulless bound to wander the plains of existence for eternity," Jayce lamented playfully "Woe is me, for my loved ones will eventually pass, leaving me behind in this cruel world."

"If your gonna live forever do me a favor and kill all the Grimm," Midnight complained "Make my mortal life easy."

Jayce laughed "Well to be honest there's not all that much to tell."

Midnight lifted and eyebrow and Jayce continued.

"Well, it was just after I got into Signal, I was just starting out building weapons, but I had a bit of reputation for adding working firearms into existing weapons, so the huntsmen and huntresses sometimes came to me asking for tips on how to integrate firing mechanisms that wouldn't disrupt their weapons weight too much, stuff like that." Jayce explained.

"Right, boring gun-nerd stuff," Midnight nodded in understanding, he noticed Jayce sending him a look and he shrugged "Sorry continue."

"Well, Yang was one such case only she wanted to add shotgun rounds as well as a few other functions," Jayce explained "You already know how her weapons can fire standard buck shot and small explosives right?"

Midnight nodded "It's one of the reasons Qrow calls her Firecracker."

Jayce halted for a moment at the nickname "I should remember that, it's quite fitting."

"I'll make sure your tombstone reads 'Gun-nerd and dumbass.'" Midnight quoted calmly.

"Why thank you very much, I didn't know you cared." Jayce pretended to be moved as he watched the boy blankly.

"Okay, I'll stop interrupting." Midnight apologized quickly

"That's kind of you," Jayce inclined his head and sighed "I'd never really messed around with those kind of armaments before so I asked if I could help and observe, at the time it was entirely my own innocent curiosity."

"Oh yeah sure, her looks are just a great little perk." Midnight rolled his eyes.

"Okay, that may have had a _little tiny_ thing to do with it." Jayce admitted.

"Or you know, two sort of large things to do with it." Midnight replied position his hands in front of his chest and squeezing suggestively.

"What happened to my innocent little friend who fell asleep in the theater." Jayce complained

"I grew up," Midnight replied "Oh and was taught by one of the smoothest lady killers of our generation, so I mean, it comes with the territory." He added calmly.

"Well to be honest, I probably never would have acted on any of my feelings," Jayce shrugged in response "I mean, it really did start with weapon curiosity, then she turned out to be not only beautiful, but funny, smart and exceptionally strong."

"So what changed? I mean, you got together so did you step up or did she ask you out?" Midnight asked

"Neither really, sort of…" Jayce trailed off as he tried to figure out how to explain it "While we were working on the weapon we were often seen together, joking around and goofing off when we got bored, people assumed we were already dating and rumors started going around."

"Okay, is there a point to this?" Midnight asked

"Well, some girls in my class confronted Yang about the rumors, she was kind of confused but you know how she's really honest?"

Midnight stared piecing it together from there himself "Let me guess, she basically confessed to thinking you're not bad and you stepped up from there?"

"Not quite," Jayce scratched the back of his head and colored darkly, Midnight's eyes widened at his friend "I heard her talking about me, after the initial shock of finding out she felt pretty much the same way as me, I just sort of walked over and…kissed her, in front of…everybody."

"Well, props for still being alive I guess." Midnight responded as he pushed a very different image from his mind.

"Wait a second, you wouldn't kiss her goodbye at the movies but you had already kissed her in front of most of your school?" Midnight asked in confusion.

"One mistake brought on by rampaging teenage emotions was more than enough for me thanks," Jayce responded flashing his palms "Besides, I barely knew half the people at my schools, it's very different with my best friend and my girlfriends sister."

"Oh, I'm a best friend now, when did I get promoted?" Midnight asked, lifting a brow.

"I swear to dust Midnight." Jayce sighed and the faunus just laughed in response.

"So, have you progressed much since then?" Midnight asked curiously.

"Why are you so curious about this?" Jayce asked, eyeing the faunus calculatingly.

Midnight shrugged "Mostly curiosity."

Jayce clicked his tongue, knowing the boy had something else on his mind and accepting he wouldn't figure it out from his face alone "A little." He answered vaguely.

"Heh, I suppose that's another perk." Midnight chuckled.

"What's another perk?" The boys jumped at the familiar voice and whirled around to see Yang grinning at them, Ruby stood a few feet behind her.

"Midnight was talking about how we are all going to be at the same school," Jayce chuckled, eyes softening slightly as he grinned "Since he's been missing Ruby so much."

Midnight punched his friend in the shoulder hard enough that boy grunted but light enough to avoid any damage, Ruby let out a squeak and Midnight colored slightly and turned away "Well, the school parts true."

"The school part?" Yang lifted a brow and gave Midnight a pointed look.

"Fine, I missed my friend, are you happy now?" Midnight sighed

Yang glanced at Ruby, the hooded girl calmed and looked slightly dejected at the same time, it was an interesting facial expression "Well, Ruby missed you two, she pretty much talks about nothing else and she hangs on your messages and mmph." Yang cut off when Ruby closed her hands over her sisters mouth.

"Oh look the airships here!" The small girl called loudly, effectively diverting everyone's attention from her quickly coloring cheeks.

The four boarded the airship in silent awe, the reality of the fact they were about to move away from their homes for four years to attend one of the most prestigious academies in the four kingdoms hitting them in full force as they found their seats.

Midnight peered around himself silently, he noticed a few later arrivals scrambling for their seats, his ears twitched as the engine purred to life, he doubted humans could hear that, judging from the conversations happening around him he waited a moment longer and the air ship lurched upwards and his stomach flipped around a few times before settling with the ship leveling out.

He heard a groan and looked to left, a blonde boy had his hand clasped over his mouth, his blue eyes were near closed as he attempted to contain whatever food was in his stomach to his stomach.

"Want a tip?" Midnight asked and the blonde glanced at him for a moment.

"Exhale, count to four, Inhale, count to four." Midnight listed and watched the boy follow his instructions, it was a simple calming mechanism, it seemed to work as the boys complexion returned to normal and he flashed a nervous grin.

"Thanks, I'm Jaune." He introduced quickly.

"Midnight." The faunus boy replied

Jaune nodded his head in appreciation before getting up and moving towards one of the windows, Midnight got to his feet and rolled his neck as he looked at the view from the side of the airship with a small smile on his face.

He caught sight a small twitch out of the corner of his eye and glanced to the side, seated a few meters away from him with her nose buried in a book was someone he recognized, he lifted an eyebrow and strode over to her, Ruby watched his back curiously as he stopped in front of someone she didn't know.

"Well, if it isn't the great literature liberator," Midnight called with a grin, the girl's book dropped a few inches and her eyes widened as she realized who was in front of her "Hey there, been a while."

"Midnight," She nodded her head and responded flatly, although he could make out the ghost of a smile in her eyes "Still gunning for youngest Huntsmen ever?"

"Pretty much," Midnight shrugged "You still saving smut from the grimy hands of criminals?"

She colored slightly "Not for a long time."

"So, huntress huh?" Midnight prodded

Blake rolled her eyes "You can laugh if you want, but I've decided to help people, more specifically our people."

Midnight opened his mouth to speak but was cut off when someone jumped atop his back, he nearly threw them off him before they spoke "Midnight! Introduce me please."

Midnight sighed "Blake, Ruby, Ruby, Blake." He gestured between the two.

"Hello." Blake greeted simply.

Ruby waved and chuckled nervously "So you guys old friends?"

"We've met once before, last time I came to Vale, she showed me a good restaurant," Midnight explained "I helped her with life in general."

"Oh, you and your sagely advice huh?" Jayce walked over and wrapped his arm around Midnight's neck.

"Hey, I give great advice," Midnight shot at his friend in response as Ruby climbed off his back "Sometimes." He added.

Jayce just rolled his eyes "Nice to meet you Blake, I'm Jayce, Blondie over there is Yang Ruby's older sister."

"You see, this is why I don't need to worry Ruby, he's just got no tact with women." Yang gestured to Jayce with a grin and Ruby laughed.

Jayce lifted an eyebrow at the blonde and walked towards her quickly and Midnight gestured for Ruby to follow them back to their seats, the small girl complied and Midnight plopped down with a sigh "Sorry, didn't think I'd run into someone I knew."

"Oh, it's fine," Ruby dismissed "So, I've got one question and it's been bugging me since last night, when did you get the tail?"

"I think it started growing when I was twelve, it finished by the time I was thirteen." Midnight answered with a shrug.

"You know, I don't think I've ever seen a faunus with ears and a tail, most just have…one or the other." Ruby tilted her head.

Midnight shrugged in response "So, what has the great Ruby Rose been doing while I was away?"

"Attending Signal normally," Ruby shrugged "I'm still kind of shocked I've been moved up so quickly."

"What happened last night? I only know a few bits and pieces." Midnight inquired simply.

"I was just at the shop waiting for Jayce and Yang to get back because I wanted to ask Jayce about some alternatives to my current scope," Ruby began "I was listening to music and looking at a magazine when this guy grabs my shoulder and tells me to 'get on the ground' then I noticed the rest of them and you probably know about the ensuing fight."

Midnight nodded his head "Yeah, I know about that."

"But I got moved up a few years as well, considering my age, so at least you're not the only one who's younger right?" Midnight offered with a smirk.

"Yeah, but you've got real experience and you've travelled the kingdoms, I'm just a combat student." Ruby shrugged.

"That's not what I heard miss top of her class." Midnight teased.

"A good combat student doesn't make me a good huntress." Ruby countered

"You'll do fine Ruby, I'd like to think I know you pretty well after eleven years, this is what we've always wanted to do, we are closer now than we've ever been before," Midnight looked out the window and got to his feet, he grabbed Ruby's arm lightly and gestured with his head, she complied and followed behind him, the campus of Beacon spread out in front of them, the awe inspiring towers, winding pathways, lush gardens of the academy met their eyes "I'm not going to let it end here and I know you aren't either."

Ruby glanced at the boy beside her and she relaxed slightly "Yeah, your right."

Midnight glanced down at her and grinned "Bet you become a team leader."

Ruby laughed, she wasn't sure when she grabbed his hands, although that was the last thing on her mind when his head dropped a few inches to meet her eyes, his golden irises glowed with something she didn't recognize and she colored slightly.

A sharp cough caused the two people to jump apart abruptly, Midnight spun on his heel and scratched at the back of his head silently.

"I, um, we were, uh, he was just, cheering me up." Ruby stuttered to her sister who simply grinned knowingly before turning to Midnight.

"I'll take that bet, what's on the line?" Yang asked

"Surprise me." Midnight shrugged, red dusting his cheeks as the screens around the ship changed to the hologram of a blonde woman, Midnight knew her as Glynda Goodwitch from Qrow's horror stories.

"Greetings students, my name is Glynda Goodwitch. You are among a privileged few who have received the honor of being selected to attend this prestigious academy! Our world is experiencing an incredible time of peace, and as future Huntsmen and Huntresses, it is your duty to uphold it. You have demonstrated the courage needed for such a task, and now it is our turn to provide you with the knowledge and the training to protect our world." Her speech ended abruptly as the image blinked out and the doors of the airship creaked open.

Midnight placed his hands into the pockets of his coat as the group walked forward, Jayce noticed a professor calling for students of the weapon smithing program and bid his goodbyes, he gave Yang a chaste kiss on the cheek before he jogged over to the teacher.

Ruby tugged on Midnight's arm excitedly, bouncing on her feet "He's got a collapsible staff!" She exclaimed pulling on his arm, Yang opted to just fade into the crowd silently as Ruby continued to fawn over the weapons around her.

"Yes, there are a large variety of weapons here," Midnight remarked calmly "But we need to head to the main assembly area instead of fawning over them, okay?"

Ruby pouted and crossed her arms "Your no fun."

"Why can't you just swoon over your own weapon, aren't you happy with it?" Midnight asked as he walked away

Ruby darted forward to catch up with him as a luggage cart was pushing in her way, she attempted to slide to a stop but was moving too quickly and slammed through the pile of suitcases, Midnight walked over to help her up but someone moved in between them before he could.

"What do you think you are doing?!" The white haired girl demanded angrily, Midnight lifted a brow at her and moved passed her, he recognized the symbol on the back of her dress as he helped Ruby to her feet.

"I'm sorry, I didn't see the cart in time." Ruby bowed her head quickly.

"Do you have any idea what you could have done? This is dust, mined and purified at the Schnee quarry, you're lucky we didn't get blown off the side of the cliff!" The girl shouted.

Midnight lifted a hand and the girls angry blue eyes snapped to him "She apologized and we weren't blown off the cliff princess." The boy half warned half suggested the woman should drop it.

"Heiress, actually," Blake's voice rang from behind Midnight and he glanced around, the black haired girl walked forward and handed the Schnee a small jar of dust "Weiss Schnee, Heir to the Schnee Dust Company."

"Finally some recognition." Weiss huffed and Midnight clicked his tongue.

"I knew who she was, I just, don't much care and I don't think the Grimm do either." Midnight remarked coldly, he gestured for Ruby to follow him with his head and the small girl darted in front of him as he walked away.

"Wha-the nerve!" Weiss stomped her foot and glared after the faunus boy, before dismissing it with a shake of her head and a deep breath.

"So, going for the cool and distant approach huh?" Ruby teased as they walked

Midnight chuckled "Please." He rolled his eyes sarcastically.

"Oh, she's not bad, looking, I mean," Ruby crossed her arms and stroked at her chin "I won't judge."

"Well, I guess you're not wrong," Midnight conceded with a nod of his head "She's got nothing on you though."

"What?" Ruby asked curiously.

"I said we'd be late if we don't hurry up though." Midnight replied with a relieved exhale at the dodged bullet.

It didn't take long to find where they were supposed to be, the large gathering of students filled the room, conversing with each other while they waited, Yang waved them over and the pair moved towards her "What took you guys so long?"

"Midnight wanted to make a debut." Ruby replied simply.

"Your sister's decided she wants to be a comedian," Midnight sighed "Of course that was after she sent someone else's luggage flying."

"I said sorry," Ruby shrugged "She kept yelling though."

"You!" Ruby leapt half a foot into the air at the sudden yell.

"Oh god it's happening again." She wailed as she clutched to the side of Midnight's body.

Midnight just sighed and pinched at the bridge of his nose "What do you want?"

The white haired girl fixed him with a glare and held out a small pamphlet that read 'Dust for dummies', Midnight took it "Thanks, but I'm pretty sure you pushed the dust into the center of a place where people walk."

He pocketed the pamphlet and returned the woman's glare flatly, then the lights darkened and their attention was pulled the stage at the front of the room.

Ozpin walked to the center of the spotlight silently and his eyes trailed over his students lazily as he spoke "I'll keep this brief…" He paused for a moment as if considering his next words "You have come here today in search of knowledge, to hone your craft and acquire new skills. And when you have finished you plan to dedicate you life to the protection of the people. But I look among you and all I see is wasted energy, in need of purpose-direction. You assume knowledge will free you of this, but during your time at this school you will find knowledge will only carry you so far, it is up to you…to take the first step."

"You will gather in the antechamber tonight and tomorrow you initiation will begin," Glynda announced as she stepped to the mic "Dismissed."

As the crowd began dispersing, Midnight rolled his shoulder taking relief in the few pops the joint made as he did so, the faunus boy left silently , Ruby simply observed her friend silently, she had a faint feeling something was just off as he left, she grimaced and shrugged it off when Yang called her over.

Inhale, count to four, exhale, count to four. Midnight instructed himself mentally as he moved away, people moved out of his path as he walked with a confident stride, in less than twenty four hours the test that decided whether or not he could achieve his life's ambitions would begin.

But he didn't feel nervous, he felt as if he was supposed to be nervous in this situation, but his own calm worried him, it felt as if he was simply floating in water, everything was just _too_ clear.

He found a large tree in the center of the gardens and plopped down with a slow breath, his eyes drifted closed and he breathed deeply, he wasn't sure how much time passed but when he felt like he was in a better state of mind it was already night, the shattered moon glinted at him as he rose to his feet, there was no use over thinking, the test began tomorrow, he'd take that step when he came to it.

* * *

Ruby glared at her scroll in minor irritation, she just had to send one message that didn't make it sound like she had a good first day, that she wasn't yelled at by one of the kingdoms biggest names, that she was at least, kind of, fitting in. She was glad Midnight was around and of course she had Yang, but she didn't want her other friends to start worrying about her unnecessarily.

"It's like a really big slumber party!" Yang remarked as she plopped down beside her sister.

"I don't think dad would approve of all the boys though." Ruby noted closing her scroll with a defeated sigh.

"Well, I definitely approve." Yang mimicked a growl as she glanced over the wide variety of eye candy that was the boys sleeping area.

"Aren't you dating someone?" Ruby asked with a frown.

"Hey, I am allowed to enjoy looking, I'm sure Jayce looks too," Yang shrugged "I know your wolf charming isn't in their at the moment but you could at least pretend to be interested."

Yang concluded she got way too much enjoyment out of teasing her sister, it didn't help that the small girl made it so easy, the blonde's eyes trailed over the boys section again and a smirk fell on her lips "Oh, speak of the devil."

Yang could see the argument her sister mentally arguing with herself, the blonde just sat silently waiting to see how this panned out, apparently teenage hormones won the battle and Ruby shifted slightly so she could discreetly peer across the room.

* * *

Midnight rubbed at his damp hair with a towel, as he walked towards his sleeping mat, he had left his shirt behind, although it seemed to be the theme amongst the guys to be showing off, he was much more interested in reaching his mat and sitting down than trying to attract some meaningless looks.

"Oh, hey Midnight, where'd you disappear to?" Midnight pulled his towel back and let it hang over his shoulders, Jaune lifted an eyebrow curiously and the boy shrugged.

"Just meditating really, didn't realize it had gotten so late," Midnight answered honestly "Why something happened?"

"Well, most of the guys wanted to try and show off for the girls so they tried to get her quickly." Jaune shrugged

Midnight glanced over towards the girls area, his gold eyes met silver and said small girl let out a squeak and buried her face in her pillow, much to Yang's great amusement, Midnight shifted self consciously "Well, you know, I'm not really interested in that."

"Yeah, well I get it." Jaune shrugged off calmly.

Midnight paused "Get what exactly?" He asked in confusion.

"It's Ruby right? You guys seem to get along." Jaune replied matter of factly.

"What, no! We are just friends, have been forever." Midnight explained quickly.

"You guys really don't give off a friend vibe though," Jaune responded with a frown "Well, let's just say hypothetically some other guy moved in on her."

Midnight stiffened slightly "We. Are. Just. Friends." He forced flatly as he moved passed Jaune and sat down on his mat.

Jaune glanced at Yang and discreetly flashed a thumbs up, the sister nodded and Jaune moved to his own bed.

Ruby kept her head safely buried in the pillows "Oh, come on Ruby, it's normal." Yang cooed.

The small girls head lifted, her silver eyes watched Yang carefully, looking for any hint of a lie "Really?"

"Of course it is." Yang shrugged.

"B-b-b-b-But he definitely caught me staring." Ruby noted glancing across the room.

"That he did, as for how he feels about it, you'll just have to ask him." Yang instructed calmly.

Ruby looked over to her friend again, his leg was bent at the knee and his arm rested across it lazily, his brow was furrowed in thought and his towel hung loosely around his shoulders, Ruby's eyes scanned keenly over his frame, his years in the wilds had certainly been kind to him physically, his entire upper body was toned to perfection, her teenage mind was running rampant with images she would usually scream about, but she was too busy searing the image into her brain.

That was when he glanced up again, she didn't startle this time, she just met his stare, his gold eyes glinted again like they had on the airship and held her gaze, then he lifted his arms above his head, yawned and rolled over, effectively cutting off her view of him.

Ruby laid her head against her pillow, she tossed a little before finally settling to sleep.

* * *

Midnight clipped on his braces angrily, he retrieved his sword and coat and pulled them on quickly, setting the sword above his waist along his back, to say he was pissed was an understatement, he had barely gotten any sleep thanks to Jaune.

Jaune, and his stupid ideas and off handed comments, Midnight had spent all night imagining Ruby with someone else, grabbing someone else's hand, calling someone else's name…kissing someone else, his face burned at the thought and his felt like it was boiling in his veins.

Stupid Jaune. Midnight cursed the blonde again mentally, he glanced at the boy currently conversing with Weiss and Pyrrha, he doubted Jaune knew either of them as he stormed passed, he popped his neck loudly as he went to the cliff they had been directed too earlier that morning.

Yang and Ruby shared a look as the boy moved out of the locker room "What do you think happened?"

"Maybe he didn't get to crank one out this morning." Yang shrugged dismissively and closed her locker.

"What if it's my fault? What if I made him uncomfortable around him what do I do?" Ruby panicked, eyes widening and her words tumbling from her mouth quickly.

Yang lifted en eyebrow "Calm down, it might also be a faunus thing and it looks like he hasn't slept well either, he could just be tired, let's not jump to conclusions."

Although Midnight dodged any attempt Ruby took at talking to him, it wasn't obvious enough to seem like full on avoidance, but she knew that's what it was, then she'd catch him staring at her from across a crowd of students, she had no idea what he was thinking.

Ruby sighed and shifted her feet slightly, there was no use in worrying about it now, Midnight would talk to her after he figured things out, or maybe after he slept, maybe Yang was right and he didn't get to 'crank one out.' not that she knew exactly what that meant, although since it was Yang she figured it was something dirty.

Students began lining up on small stone platforms as Glynda and Ozpin walked into the yard, Ozpin stepped forward first "For years you have trained to be warriors, today your skills will be evaluated in the Emerald Forest, be warned this forest is not a kind place, do not hesitate to destroy everything in your path or you will die."

Ozpin took a step back and Glynda stepped forward "Now, I'm sure many of you have heard rumors about teams, allow us to put an end to your confusion, each of you will be given teammates today."

"Yes, so it is in your best interest to pair with someone with whom you can work well with…that being said, the first person you make eye contact with after landing will be your partner for the next four years." Ozpin informed calmly, taking a sip of his coffee.

That information was taken with varying reactions, from disappointment to shrugs, in Midnight's case he just stared forward impassively, Ruby glanced at her friend worriedly and Glynda began speaking again "Once you have paired up, you are to proceed to the temple in the center of the forest and retrieve a relic, then bring it back here."

"Any questions?" Ozpin asked

Jaune lifted his hand.

"Good." Ozpin announced flatly, ignoring the boys raised hand.

"Uh, sir I have a question, how are we getting there? Are you like dropping us off or?"

"No, you will be falling." Ozpin informed the blonde calmly.

"Did you hand out parachutes earlier or?" The rest of Jaune's question was cut off as the boy was sent flying into the air, Ozpin sipped at his coffee again as Glynda marked a few things on her scroll.

"I imagine this is going to be, quite the interesting year." Ozpin mused, mostly to himself as his students flew through the air away from him.

* * *

 **A/N: I'm cutting it here, mostly because I haven't gotten all of the next chapter planned, I've got most of the battle's out and the how the teams are going to work, but there's basically two versions of Midnight and Ruby's interaction in the next chapter that I'm still tossing up between, I can't imagine a long wait for the next chapter either tomorrow or the day after.**

 **I do hope you've enjoyed this chapter and I will see you guys in the next one, peace!**


	6. Chapter 6

**A/N: I'm very aware this is WAAY later than I said it's going to be, stuff happened alright? That's not accurate enough, a whole fuckton of things happened in like two days and then I decided that I didn't like either version of the chapter I had written and decided to combine what I liked in both of them to make one more fleshed out chapter, I think the end result was quite good, not nearly as worried about this chapter as I was with its previous iterations so I hope you all enjoy!**

* * *

You'd be surprised how clear your head gets when you a hurtling towards the ground at unfathomable speeds.

Midnight let his eyes drift closed, the air rushing passed him was the only indication he was moving at all, everything in his head just paused for a moment, a few sparing moments of peace to focus his thoughts.

He was far from stupid, he knew in violent whirlwind of his thoughts Ruby occupied the space in the center firmly, his adorable, innocent childhood friend.

It was himself he couldn't get a grasp on, the whole situation was an unknown to him, was he worried about her as a friend or something more? He felt and thought two very different things.

A growl reached his ears as his eyes snapped open, the ground rushed forward to meet him and a large beowolf pulled a it's clawed limb back to hit him as he landed.

Midnight rotated around, his eyes flashed with the irritation he was feeling, glowing a dark golden orange as he flipped around and slammed his boot into the side of the Grimm's head, flame lit the air around the creatures head on fire as it was launched back with a pain howl, Midnight dropped to the ground with a light thud his momentum being completely transferred into the beast that had been sent hurtling away from him.

Scorch marks marred the bone mask of its face as the mask began to crack and chip away, revealing some of the black fur of the beasts face as it glared at him, a creature made of malice directed all of its fury at him and he met the look flatly as he shifted the glove on his hand.

The Beowolf howled into the air, Midnight's eyes trailed over the surrounding forest he could hear the responding howls and knew the pack would arrive quickly, his eyes fell on the large Beowolf as it charged him.

But until they arrived he would indulge himself in some much needed stress relief.

The beast brought a clawed hand down towards his head and he smirked as he threw his fist into the air, catching the palm of the beasts hand and sending I back into the air as he hopped on his heels and took up his stance, his front knee slightly elevated off the ground, a small challenging smirk on his face.

The Grimm growled at him fiercely as the pair circled each other for a moment, the beowulf moved first diving forward in an attempt to clamp its jaw around his neck, Midnight's leg snapped up slamming it's jaw shut and forcing the beast back as he stepped forward and rotated into a strike into its midsection with his elbow.

The beowulf swiped at him and he ducked sliding his stance wider as he planted his foot and cocked his arm back and shot it forward, the blow impacted with a loud crash as the air around his fist ignited the beowulf was sent a few steps back and Midnight lowered slightly and launched after it.

The creature shook it's head roughly and focused on him again, it snarled and dropped on all fours as it broke into a quick run towards him.

Midnight lifted a brow as the pair closed in on each other, Midnight's teeth flashed in a quick grin and he dropped down as the beast leapt into the air and swiped at him, Midnight threw his palm forward as fire erupted behind his back and launched the beowulf into the air he followed it into the air, he slammed another punch into its chin and rotating around to bring his heel down, his heel embedded itself into the grimm's chest and slammed it back into the ground, Midnight drew his sword spun once as he fell towards the ground and drove the sword through the grimm, it lout out a growl before it began to evaporate in front of him.

He was glad Qrow wasn't around to witness or find out about that, he didn't really want to hear a lecture about a reckless waste of energy, he knew very well that he just wasted energy, but his mind was clearer now, so he didn't feel all that bad about it.

He pulled his sword from the ground and sheathed it, he glanced at the trees surrounding him, ears straining to pick up anything that would give him an accurate reading on where the other beowolves were, when he found none he decided to move more cautiously, darting between trees while his eyes scanned over the surrounding area as he moved.

* * *

Ruby elected to speed up her descent, firing a few shots behind her before unfolding the scythe and catching it on a high branch, she flipped around and landed on the branch with a light thud, her head snapping around to quickly examine her surroundings, after concluding she wasn't in immediate danger she dropped down to the forest floor.

Her mind had been preoccupied trying to figure out why Midnight was acting so strangely, that was until she heard the news about teammates, obviously her first preferences would be Yang or Midnight, she knew them, could fight well with them, although she'd never actually fought with Midnight, she was sure she would be able to figure it out fast enough.

As she moved through the trees, she went through the people she had met, she'd spoken to Jaune very briefly, she concluded he was nice, but he seemed kind of…uncoordinated so his fighting skills were questionable.

Blake was another one, although her sister had sort of forced that conversation through, they still had some things in common, they both liked books, they both knew Midnight…she wasn't entirely sure how she felt about that second one though.

She felt like she was forgetting someone kind of important, Yang, Midnight, Jaune, Blake she frowned, fingers paused in front of her foot caught a root and she stumbled forward into a clearing.

The white haired heiress eyed her up a down a moment before turning on her heel with a 'Hmph'.

"Right, Weiss, how could I forget," Ruby voiced audibly, shoulders bouncing awkwardly at the thought of her as a teammate, then she realized that Weiss was leaving "Hey, we are teammates now, like it or not."

Weiss seemed to ignore her, opting to storm off into the forest, Ruby lifted an eyebrow and crossed her arms, waiting patiently and tapping her foot slowly.

The white haired girl broke into another clearing, she could hear someone groaning in irritation and he eyes trailed up the side of a tree to find Jaune tugging at a spear that had pinned him to a tree, she weighed her options for a few seconds before turning abruptly on her heel and walking back the way she had come.

"By no means does this make us friends." She informed the smaller girl as she walked passed her, Ruby just sighed and turned on her heel to follow after her new teammate.

* * *

After a few more experimental tugs, Jaune gave up with the spear and just let his arms hand loosely to his sides, fully reflecting on why he was here for a few moments until he heard someone clear their throat below him.

His eyes trailed over the newcomer, startlingly red hair, golden buckler and impossibly green eyes, pretty much translated to way out of his league, but he flashed a lopsided grin and waved confidently.

"Do you, uh, have any spots left on your team?" She asked with a smirk.

"Hah!" Jaune barked in response "I don't know, I think I pass that last one off with no eye contact, so I guess I can let you in."

Pyrrha chuckled and Jaune smiled "Mind helping me out, not that I'm ungrateful you pinned me to the tree and all, just would like to get down."

"Oh right," Pyrrha started quickly, planting her shield into the side of her tree and kicking herself off it, she yanked the spear free and Jaune actually managed to make a relatively respectable landing "So where to now partner?" She asked simply.

Jaune shrugged "We have to get a relic and get back to the cliff, so we just need to find the forest temple, I have a hunch it'll be around the center of the forest."

"That seems likely." Pyrrha nodded as the two fell into the step and moved through the forest.

* * *

Yang strolled through the forest almost leisurely, she had seen Ruby go for the ground before her, so she was trying to let her sister catch up, should it be necessary for her to team up with her younger sister, as much as she'd prefer Ruby at least try to get along with other people.

She heard the bushes rustle beside her and she glanced at them "Hello?" She voiced questioningly as she walked over to them.

"Ruby is that you?" She questioned as she pushed the bushes aside, eyes trailing up as a growl met her ears "Nope." She announced popping the 'p' before launching back away from the Ursa before it swiped at her.

It broke through the bushes and charged her as a second Ursa broke through the trees on the left of her, she ducked the first swipe and jumped into the air planting her feet against the charging Ursa's head and kicking off, flipping over as her gauntlets folded over her hands, she pulled her head back to avoid another swipe and landed with a light thud.

"Man you guys couldn't hit he broad side of a ba-" She cut off as a few locks of her hair fell passed her face.

"Hah! Hahahahaha." Yang laughed, throwing her head back as the semi-manic cackling left her mouth before she altered her stance and slammed her fists into each other, causing a loud explosion and a bright flash of light as her hair ignited behind her, she lowered and fired behind her for the extra launch power and slammed into the first Ursa, bringing her hand around she slammed another powerful punch into its chin firing a shot into the creatures chin as she chained into a set of hard hitting blows, punctuating each blow with another blast from her weapons before rocking back and slamming her fist into the side of Ursa's head launching it through the trees and carving a path through the forest, a line of fire underneath the body began to spread to the surrounding forest.

The remaining Ursa growled at her and Yang glared at it as she rounded to charge it before a fast moving purple flash passed her gaze, a blade embedded itself into the Ursa's head before a gun blast went off and the beast toppled to the ground with a heavy thud.

Yang's eyes widened in slight surprise as the owner of the weapon landed a small distance from her with a light thud, the golden eyes girl tilted her head and smirked at the blonde, the girls bow twitched despite the lack of wind but Yang ignored it "I could have taken him." Yang voiced simply.

Blake chuckled, a barely audible exhale of breath as she half rolled her eyes "Shall we get going?"

Yang shrugged "Lead on partner!" She exclaimed enthusiastically.

Blake glanced at her for a moment but remained silent as the two began their trek to the center of the forest.

* * *

Ruby leaned against a tree, arms crossed over her chest as Weiss paced around the forest in front of her "It's this way." She voiced confidently, walking a few steps in one direction before halting and turning around "No, it's definitely this way."

Ruby let out an irritated sigh and Weiss shot her a look "You could help."

"Didn't want to get in the way," Ruby rolled her eyes "Look why can't you just admit you have no idea where we are going?"

"Because I know exactly where we are going, we are going to the forest temple!" Weiss shot back

"You know that's not what I meant," Ruby stepped forward and let out a sigh "You know what, we are teammates now, whether we like it or not we are going to be paired for four more years."

Weiss nodded and gestured with a hand for Ruby to continue.

"So, I think it would be best if we put everything that has happened behind us," Ruby voiced simply, holding out her hand "Hello, Weiss I'm Ruby."

Weiss lifted a brow before relenting and stepping forward, shaking the girls hand and nodded "Weiss."

Well…it was sort of progress, Ruby mentally admitted "So, first order of business finding the temple."

"It'd be easier if we could get someplace high," Weiss offered "But I don't think climbing back up the cliff empty handed is a good idea."

Ruby nodded in agreement, glancing at the treetops, she caught sight a few large black tail feathers "I have a really bad idea."

Weiss glanced at the smaller girl, following her gaze up to the treetops where she could make out a few of a giant Nevermore's feathers "Oh no." Weiss denied strongly.

"You said you needed to get 'high up'," Ruby responded, a glint in her eyes that told Weiss this was some form of revenge "Not much get's higher than a Nevermore."

"This is definitely a bad idea," Weiss responded, glancing at the Nevermore's feathers again "But it might tell us where we need to go."

"We'll be fine," Ruby waved off "Stop worrying so much."

Weiss grimaced as the girl darted up the trees, flipping over and landing lightly on the giant Grimm's back, Weiss clambered up at a slightly slower pace "How do you plan to get this thing into the air?" Weiss asked, realizing the Nevermore paid them no mind at all.

"I have my ways." Ruby responded quickly as she pulled the hammer back on her rifle and positioned the barrel beside where the creatures ears should be.

Weiss's eyes widened and she moved to stop the girl as the gunshot rang loud through the air, the Nevermore screeched loudly and gave a quick flap of its wings, taking them into the air and Weiss and Ruby were forced to grab a hold of the creatures back as it took to the sky.

* * *

Midnight paused, he could barely make out the sound of a high pitched scream coming from somewhere above him, he glanced up at a large Nevermore circling the edge of the forest.

He mentally waved the idea off, there was no way Ruby would do something _that_ reckless, Midnight glanced around, mentally berating himself for not getting a better look at the forest while he was on the cliff, the pack of beowolves were likely still on his tail, both figuratively and literally in his case, he thought with a grimace as his tail whipped around behind him.

He found the mouth of a cave, a few drawings were on the walls on the outside, depicting battles with a scorpion, likely a Deathstalker, he hoped that the battle had ended with humanity's victory because the cave presented the perfect opportunity to lose the pack behind him, he squared his shoulders as he walked inside.

He didn't have an issue with the dark, but he'd barely gone fifteen steps into the cave when the howls of the beowolves behind him echoed down the cavern, he watched the mouth of the save and backed away from it slowly, he paused when he felt something breath on the back of his neck, rotating his head enough to see behind him, a set of angry red eyes stared directly into him as the golden glowing stinger lifted into the air.

Midnight gave a quick salute and dived forward, rolling out of the stingers strike and rolling to his feet, he drew his sword as he sprinted out of the cave, the beowolves snarled at him as he spun quickly, cutting down the beowolf in his path and proceeding into the forest beyond them, he heard the Deathstalker smash through the mouth of the cave, he spared a glance behind him and rolled out of the way of a set of rocks that fell towards him, a Beowolf snarled and dived at him as he got haphazardly to his feet, his momentum thrown off by the forced movement, he flipped over and the blade of his large sword impaled itself through the center of the Beowolf's chest, as gravity pulled the beast towards him it growled and Midnight pulled the trigger, the gun's firing mechanism clicked and a powerful blast exited the hilt. Separating the Grimm's torso from its legs as the creature began to dissolve, Midnight planted his palm and rolled back as the Deathstalker threw it's stinger at him while he was on the ground, dirt splashed over the edge of his boots.

He turned quickly, he should have just taken the pack, risking the Deathstalker's lair was an unneeded risk, he couldn't fight the pack and the Deathstalker on his own and he definitely couldn't outrun them forever, his options quickly became lose them or get help.

He split his sword and switched them to the pistol form as he ran, he could hear the beowolves circling around him, getting in front of him, trying to box him in, his ears twitched with every snapped twig and rustle of the brush around him.

Beowolves broke through the trees in front of him, making a beeline towards him as the Deathstalker slammed trees out of its way with its large claws and followed after him, He fired a few shots at the beowolves in rapid succession, he caught one in the foreleg and a second shot found it's mark in its head, dropping the beast heavily it's body already beginning to dissolve as the second lunged at him he kicked up, dodging over the swipe and aligning the barrel of his gun with the side of its head, the shot pierced the side of the Grimm's head and he stumbled on his landing but managed to keep himself upright and moving, the Deathstalker and trailing beowolves paid little heed to the downed creatures as they pursued him.

He almost breathed a sigh of relief when he broke into a massive field, he could see the remains of a stone building in the distance, a few of the other students standing around, he recognized Yang and Blake, he couldn't see Ruby, as he got closer he noticed Pyrrha and Jaune, he frowned he thought for sure he'd be the slowest one.

He glanced up as the giant Nevermore he had spotted earlier flew above him, he rolled his eyes when it screeched and rounded, he also spotted a red hood and a stark white dress on its back, when the hood dived off it's back he was less than surprised, the white followed after a few seconds, although it was much less controlled, obviously having fallen rather than jumped.

He took a quick glance back, he realized his mistake the moment the Deathstalker obscured all his vision, it's stinger flew towards him and he rolled out of the way as the Nevermore screeched again, his head snapped up as a line of feathers speared into the ground towards him, his snapped his pistols back to their sword form and sliced up deflecting the feathers that were dangerous to him and diving through another set as the Deathstalker swung a claw at him, fortunately the Deathstalker had been pinned by a few stray feathers from the Nevermore.

Midnight sprinted to the temple, eyes trailing over the set of what he assumed were the relics, being only two remaining he went for the closest, a black'rook' piece from a chessboard, the others seemed similarly themed.

He glanced over at the other people around him, most were at least familiar to him, having seen them before even if he hadn't spoken to them directly, the taller boy dressed in green with the pink stripe in his hair being one fitting the column, his hyperactive partner was someone he wasn't even sure he _wanted_ to talk to.

Ruby walked over to him, glancing at he still pinned Deathstalker and the Nevermore "Looks like you had a rough time getting here." She noted.

"Nah, what makes you say that?" Midnight panted heavily "Piece of cake."

Ruby smiled widely, clearing letting him off for now.

Midnight's heart rate picked up further in his chest, his legs suddenly felt like they wouldn't support his full weight, everything fell so perfectly into place in his head you'd almost never know it was out of order as he recalled something Qrow had once said to him ' _she'll have a smile that weakens your knees, a laugh that's better than your favorite song it won't matter how stupid you make yourself look, as long as you hear that laugh it's all worth it, I'm talking about a girl like that_.'

"So what do we want to do about all this?" Jaune asked, glancing from the Deathstalker to the Nevermore beginning to circle back towards them.

"Leave them," Ruby voiced simply "Our mission is to grab a relic and make it back to the cliffs, there's no point in fighting these things."

"There were a pack of beowolves chasing me as well, I don't know where they are not but be on guard just in case." Midnight warned, finally having regained his breath.

The group nodded quickly, those who hadn't already grabbed the remaining relics before the moved back through the forest towards the cliff they had started on.

They didn't see hide nor hair of Grimm until they had reached the ruins beneath the cliff, the Nevermore swooped low above them and  
Midnight could hear the Deathstalker and the remaining Beowolves closing in behind them.

"Nora distract it." Ren shouted as the groups split in half each darting for the cover of the ruins on either side of the field.

Midnight drew his sword and shifted around as a beowolf broke the tree's he slashed up cutting it in half before moving for cover as the girl fired a number of shots into the hovering Nevermore, a few shots struck home slamming into the Nevermore's head with a loud bang.

The Deathstalker broke the trees behind her, a rifle shot whizzed by Nora's ear and embedded into the large scorpions eye as Nora broke into a run before getting grabbed by Ren who launched away from the Deathstalker.

Midnight shifted and launched from his spot, slamming the flat of his blade into the Deathstalker's claw, his weapon clanged off the armored appendage and he darted passed and slid to a stop, he heard the bushes beside him rustle and his head turned as a Beowolf pounced towards him, another rifle shot cut through the air and took the top of the creatures head clean off.

Midnight nodded to Ruby in thanks, the small girl nodded back before she was forced to move as the never sent another barrage of feathers towards the people in the open. Who quickly darted for cover or dodged out of the way.

Midnight's grip tightened on his sword as the Deathstalker approached him slowly, as if savoring a kill, Midnight shifted reversing the grip on his weapon and holding the flat of the blade against his back as his eyes narrowed on the stinger, the appendage shot forward and Midnight spun to his left, the spike missing the edge of his nose by mere millimeters as he slashed up, slicing the weaker joint between the stinger and tail. The Deathstalker let out a high pitched whine and battered him in the chest with the side of a claw, he rolled to his feet and clicked his tongue.

He hadn't cut nearly deep enough, the only evidence he had made a cut at all being the scream of pain the Deathstalker let out, he rotated and broke into a quick sprint, realizing the others had already reached the bridge, from his position he could see the Nevermore preparing to slam into the supports beneath the bridge.

He lowered slightly as his feet hit the bridge, the Nevermore hurtled towards the supports and Midnight hopped to the edge of the bridge before jumping off, he brought the sword down hard atop the Nevermore's back and his weapon pinged off the feathers and into the air, his head followed the momentum of his arm as the Nevermore crashed through the supports.

Midnight split his sword and slammed them down, managing to catch them onto the back of the creature and keeping him from falling as it circled over the remaining ruins he jumped off, rolling around in the air and landing heavily on the wall beside Ruby.

Ruby glanced at him and he wiped his mouth for a moment "It's tougher than it looks."

His swords shifted to their pistol form and he glanced at the other group, darting in and out in front of the Deathstalker and managing to avoid any fatal blows for now.

The Nevermore's screech turned his attention back to the large flying Grimm as he lifted his guns, the group beside him moved similar all having the same idea, they all fired as quick as their weapons would allow, although the Nevermore paid the attacks little mind.

Midnight caught a loud howl and turned back to the other group, noticing the remnants of the pack that had been after him break the trees, Ruby's eyes darted between her friend and the other group "They won't even see the beowolves until it's too late."

Midnight smirked and rolled his shoulder "Do you have that little faith in me?"

She glanced at him for a moment and he glanced at Blake "Can you get me over there?"

Blake scoffed in response "Don't insult me."

Midnight rolled his eyes as the black haired girl shot her weapon into the pillar across from her, the cord creating a long line he flipped into the air and perched across it, Midnight glanced at Ruby who launched herself passed him catching the cord with the edge of crescent rose and drawing him back, he spared one last glance at the small girl and saluted as she lifted her weapon, the cord shot forward and launched him back over the chasm.

He rotated in the air and fired a pair of shots straight down, each finding their mark into two of the Deathstalker's eyes, the creature screeched as shook wildly at the unseen enemy.

* * *

Ren used the opportunity to dart forward ramming one of his blades into the side of the tail and unleashing a steady stream of bullets into the joint of the stinger, slowly shredding the softer flesh.

Pyrrha rolled her spear over her shoulder, the rifle fired slamming the spear into one of the remaining scorpions working eyes, it staggered back as Jaune shifted forward battering a claw strike into the air and slashing down into the top of its head, his sword pinged off the armored carapace, but the beasts attention redirected to him and it's opposite claw came across to crush him, Pyrrha stepped forward and the blow slammed against her shield as Jaune jumped back Ren detached a considerable amount of the stinger, the appendage dangling by a string the Deathstalker flung its tail around and Ren's weapon slipped as did his grip and he slammed into one of the pillars at the edge of the bridge with a grunt, aura already working to numb the pain.

Jaune glanced at the stinger for a moment "Pyrrha!" He shouted gesturing with his chin towards the stinger, she glanced at it and nodded, rotating and slinging her shield to slice the remaining piece the stinger fell into the top of the Deathstalker's head and the beast faltered.

"Nora, nail it!" Jaune shouted sliding forward and crouching as he lifted his shield, Nora leapt up and landed on the makeshift platform lightly Jaune locked as Nora pulled the trigger of her hammer and he launched up with everything, sending the girl high into the air, where she hovered for a moment with a casual laugh before rotating around and planting her foot against the haft of her weapon and firing spinning rapidly down and slamming the stinger deeper into the beasts head before a wide smirk broke out on her face and she pulled the trigger the explosion forced the stinger clean through the top of the beasts head out outside the bottom of its body as it toppled forward, Jaune and Pyrrha slid underneath the beast as it fell into the chasm and Nora landed lightly.

* * *

Midnight planted both his feet into the center of a larger beowolf as he landed and kicked back, launching the grimm backwards and drawing the attention of the other wolves, the creatures turned in towards him as Midnight shifted one of his weapons back to a sword, leaving the remaining in its pistol as he lifted it and fired a quick burst of three, the bullets hit either side of one of the beowolves chest, the third finding the center of its head and dropping it to the ground.

He shifted driving his sword into the center of a beowolf's chest and dragging the weapon through its body to cut it in half, he continued into a quick spin firing another shot into the top of a beowolf's head and leaping into the air, he spun quickly as Beowolves pounced up after him, at this distance he almost didn't need to aim at all, his shots found their marks, pained whines and howls echoed in his ears as the bodies of the fallen grimm began to dissolve, he flipped around and slammed his fist into the ground, the air around him ignited throwing the remaining beowolves back as he breathed heavily, eyes darting between his remaining opponents, two beowolves pounced towards him as the others dropped on all fours to charge him, he shifted dodging around one swipe and slicing the creatures arm into the air he misjudged the seconds speed at the claw grazed across his cheek, the smell of blood filled his nose and he forced it out of his mind as he slashed through the second airborne beowolves midsection, the beast began dissolving before it hit the ground as he brought his pistol up to fire at the two that were charging him.

He downed one before his gun clicked, he turned it upwards and the clip ejected he threw the sword into the air, retrieving a second clip from his back pocket he tossed that behind his sword and shifted, rolling the gun on his finger her caught the beasts swipe with the hook at the edge of his gun and yanked the blow down, the claw embedded into the ground as the remaining beowolves charged him, no doubt catching the scent of his blood.

The pinned beowolf snarled at him and Midnight caught his sword rolling over the beasts back he reversed the grip on his weapon and slashed up, severing the beowolf's head from its shoulders and bringing his gun around in time to catch the new magazine and pull the hammer back, three quick shots echoed in his ears and the remaining beowolves toppled to the ground, dissolving before they had stopped sliding.

Midnight moved over to the group that had finished off the Deathstalker and fell back on his hands out of exhaustion.

* * *

Yang ignored the rest of the group as the Nevermore let out another screech, her eyes flashed red in irritation as she launched forward, planting one gauntlet against the top of the Nevermore's mouth to lock it open she cocked her arm back and emptied the remaining rounds in her other gauntlet before jumping out of its mouth and landing on the bridge below her with a light thud, the Nevermore slammed into the cliff behind her and Weiss sped past her and leapt into the air.

The heiress caught the Nevermore's tail feathers with the edge of her rapier, ice spiked around the strike zone locking the Nevermore to the side of the cliff, she quickly jumped back and retreated, Yang having been informed of the plan jumped across from Blake and caught the black haired girls weapon and planted it properly as Ruby leapt into the air and perched on the inner edge of her blade as she landed atop the wire.

Weiss created a black glyph and hovered it behind the girl "This idea is also terrible." Weiss noted to Ruby calmly.

Ruby grinned and shrugged "Think you can make the shot?"

"Can I." Weiss replied simply.

Ruby opened her mouth before she frowned "Can you?"

"Of course I can!" Weiss snapped quickly.

As the ice cracked Ruby's eyes narrowed and Weiss released the glyph, launching Ruby into the air, the girl turned and slipped passed the Nevermore's head as her scythe's blade caught around its neck and her feet planted against the side of the cliff, Weiss redirected her glyphs and Ruby lowered slightly before firing a shot behind her and running up the side of the cliff, every few steps being punctuated by another shot from her rifle as she reached the cliff top she rotated around and yanked on the blade and fired again, the scythe tore through the Nevermore's neck, removing the head and letting the body fall back down the side of the cliff.

Ruby flipped around and landed heavily, tip of her scythe leaning against the ground.

"Quite impressive Miss Rose." Ozpin voiced taking a sip of his coffee and glancing at Glynda who was still looking at her scroll intently.

"Thank you sir." Ruby voiced tiredly as she got to her feet and leaned on her weapon.

"Now we just need to wait for the rest of the students to scale the cliff." Glynda voiced, glancing down.

"I think we can afford to call a bullhead to pick up the students, after all I did say make it _too_ the cliff not up it," Ozpin voiced "I'll leave the rest in your hands Glynda." He announced, spinning on his heel and lifting his cane as he took another sip of his coffee.

"Certainly, sir." Glynda nodded and sighed to herself as she hit a few more buttons on her scroll and strode away, leaving Ruby to sit on the edge of the cliff and look down at the two groups, she could barely make them out from her spot, they were just small dots of color.

* * *

The students were given time to eat and shower before the team announcements were made, most were too tired for conversation, with the exception of Nora being as hyperactive as ever, the others ate silently, pondering over the day's events, thinking up training regimes, what classes would be like and wondering who they would be teamed up with.

The people who had passed the evaluation lined up beside the stage as Ozpin called their names and announced their team names and leaders "Cardin Winchester, Russel Thrush, Dove Bronzewing and Sky Lark," Ozpin called calmly, the four boys moved onto the stage "The four of you retrieved the black bishop pieces, henceforth you will be known as team CRDL, led by, Cardin Winchester."

The crowd applauded and the four made their way off the opposite side of the stage they had entered and Ozpin continued.

"Jaune Arc, Nora Valkyrie, Pyrrha Nikos and Lie Ren, the four of you retrieved the white rook pieces, henceforth you will be known as team JNPR, led by…Jaune Arc."

"Led by?" Jaune questioned eyeing Ozpin in surprise.

Ozpin smirked knowingly "Congratulations young man."

Jaune didn't know how to respond so he smirked and nodded quickly as the crowd applauded again and the new team left the stage.

"Ruby Rose, Weiss Schnee, Blake Belladonna and Yang Xiao Long, the four of you retrieved the white knight pieces, henceforth you will be known as team RWBY, led by Ruby Rose." Ozpin nodded to the small girl as her eyes widened in surprise.

Weiss looked enraged by the information, Blake remained stoic and silent as always, opting to just observe as Yang darted forward and crushed her little sister in a bear hug "Oh, I'm so proud of you!"

Ruby made a sound of protest, the crowd continued to applaud and the four girls eventually made it off the stage, after Yang finally let go of Ruby.

"And Finally," Ozpin announced as Midnight took a breath and squared his shoulders and strode onto the stage "Midnight Branwen," a few whispers moved through the crowd that were quickly silenced when Ozpin glanced at the crowd "You retrieved the black rook piece, but due to a shortage of students it seems like you will be occupying a team of you own for now."

Midnight seemed more surprised at the use of the last name than anything else, he hid the surprise behind a quick smile and he nodded as he moved off the stage.

"Branwen?" Yang asked in surprise

"Hey it's a first for me too, maybe Qrow told him to do it? Or he just did it on his own?" Midnight shrugged, he'd never admit he liked the sound of that, especially after he figured exactly what his stance was on Ruby.

"He does seem like the type to do as he pleases." Blake offered simply, it was quickly dismissed after some shrugs and the groups moved to their new rooms.

* * *

 **A/N: Well, not much really to say about this chapter, it mostly speaks for itself and I hope you all enjoyed reading it, as usual if you have any questions leave a review or PM me directly and I'll get back to you as soon as I can, I hope you all enjoyed reading this chapter and I will see you in the next one, peace!**


	7. Chapter 7

**A/N: Hey guys, how's life? Only really one question to address and that's why I didn't place Midnight on the same team as Ruby as per the usual trope with OC's, Well, simply put Midnight is an independent kind of character, he will interact quite a bit with team RWBY similar to the other teams in the show but I never planned to have him replace a member of or join team RWBY. I wanted to make him his own character so that's why, I'm tremendously good at explaining my thought processes aren't I? Yeeeaah, welp, enjoy the chapter!**

* * *

Midnight had hoped his exhaustion would allow him to sleep without thinking, but when his head hit the pillow of his bed the furthest thing from his mind was sleep, he was glad he didn't have teammates that he could irritate by getting up and turning the light on.

He paced around the room irritably mostly due to the fact he was tired and he wanted to sleep, but his brain wouldn't allow it, he glanced at his bags and shrugged with a resigned sigh as he walked over to them and pulled them up onto his bed, if he was going to be awake he might as well unpack.

His thoughts swam around in a repeated cycle, how was he supposed to face Ruby from now on? Should he confess? What if she didn't like him? Did she even think about guys in general? He raked a hand through his hair in irritation and his ears twitched as he walked over to the window and cracked it open, the cool night air calmed him a little as he sat across the window sill and dangled his leg outside and leaned against the wall.

He could always ask Jayce, he just didn't really feel up to that 'I told you so' conversation just yet, he definitely couldn't tell Yang, the older sister had never been supremely overprotective of Ruby, but that didn't mean he wanted to try his luck as seeing if she would be, he liked the idea of his head attached to his shoulders.

Maybe Jaune had experience? Midnight paused, cutting the train of thought off quickly, if Jaune had experience he was a three hundred year old wizard, he chuckled at the thought and moved back to flop onto his bed heavily.

"Inhale, count to four, exhale, count to four." He instructed himself verbally, he needed to calm down and sleep, he would simply take this one step at a time, step one sleep, step two attend class, step three…ask Jayce.

He grimaced at the idea, at least it was better than going to Qrow and Jayce won't attack him…probably.

* * *

His alarm woke him up way too soon and his mind debated the pros and cons of skipping the first day of school, pros…sleep, cons…pretty much everything else.

With that in mind he pushed himself up and stumbled across the room into his bathroom, he stared at the zombie that was his reflection for a few seconds before glancing at the clock positioned on his bedside table and plotting how long it would take him to reach Port's class, stepping away from the mirror he discarded the clothes he had slept in and turned the shower on, stepping in before the water had a chance to heat in hopes it would wake him up a little.

* * *

His hair was still slightly damp as he made his way through Beacon's corridors, he raked at it with his hands in an attempt to get it to sit at least a little more presentably, he could feel it spring back into a messy heap the moment he moved his hand and he sighed.

"Ah, Midnight," Midnight paused abruptly foot hitting the ground hard at the abrupt stop as he turned to the familiar voice, Ozpin approached him calmly with a small smile on his face "I wanted to take an opportunity to chat with you, if you'd be so kind as to follow me."

"What about classes sir?" Midnight asked in slight confusion.

"I'm sure Port's introductory class will not cover anything too important," Ozpin chuckled fondly, knowing how the man could be with his stories "Besides, the matter I wish to discuss with you is something I feel best to, how would you say it, 'get it out of the way quickly.'"

Midnight inclined his head and fell into step beside the headmaster "I'm sure you have a few questions about your assignment to a single man team as well as why I abruptly gave you Qrow's last name."

"I'd be lying if I said those questions hadn't crossed my mind." Midnight admitted glancing at the older man, who watched him calculatingly over his spectacles.

"Firstly, I believe your experience and maturity warrant leadership of your own team, but I was not lying about a lack of students, as such I have decided that you are free to recruit any individuals you deem fit to be a part of it, I will not interfere with your judgment," Ozpin watched the boys reaction calmly, he took it surprisingly well, surprise understandably marred his face for a moment before settling into calculation, likely running through possible candidates in his head "My only rule is that the individual must join of their own will, I have every faith you wouldn't resort to something as off handed as blackmail, but Qrow was always…unorthodox."

Midnight nodded his head in understanding and Ozpin smirked before continuing.

"Qrow described you as a son he never thought he'd have, he also told me there were circumstances involved that prevented him from legally adopting you and I didn't ask out of respect, although I think I may have an inkling as to what he meant." Ozpin watched Midnight's cheeks color ever so slightly and the boy averted his eyes "But I believe Qrow's name will prevent any misunderstandings towards your unique placement and situation, never underestimate the power of a name."

"Whilst I understand your reasoning, I've always felt that things like this should be earned on one's own merits and not because they just happened to be born to the right two people," Midnight responded calmly "Sir." He added quickly and Ozpin chuckled.

"Be that as it may, I leave it to your discretion," Ozpin shrugged simply "There is no shame in using any advantage presented to you."

"Will there be anything else, sir?" Midnight asked

Ozpin removed a small pocket watch from his breast pocket and glanced at it "Nothing that cannot wait, I don't believe you will be arriving at Port's class, but Glynda is not known to be lenient, I suggest you hurry."

Midnight's eyebrows lifted and he glanced at the time on his scroll, the conversation he felt had been a short one took up much more time than he had expected, he nodded to Ozpin quickly and darted off.

* * *

Midnight stuck his head into Glynda's classroom and glanced around, allowing himself a small sigh of relief when he couldn't see the teacher and he stepped inside, Jaune gave him a quick wave and he returned it before sitting next to Yang and the rest of Team RWBY.

"What happened to you?" Yang asked curiously

Midnight caught Glynda enter the room out of the corner of his eye "I'll tell you guys later."

"Welcome to your first sparring class, here students learn the rules of engagement in tournament duels such as the Vytal Festival, it is also a way to measure yourself against your fellow huntsmen and huntresses, discover your weaknesses and hone your strengths." Glynda introduced calmly "Now to start off we will have a simple demonstration, how many of you are familiar with tournament dueling rules?"

Midnight lifted his hand and glanced around the room, Pyrrha had her hand up, as did Weiss, Ren, Blake and a boy who he recognized as Team CRDL's leader, Cardin.

Glynda pushed her glasses up her nose as she examined the group of students "Very well then, any volunteers?"

Ren got to his feet and nodded his head, Midnight remained seated for now, after a few moments Blake rose to her feet with a quick wave, when Ruby glanced at her she explained herself quickly "I usually exercise a little in the morning, but we didn't get a chance to do much."

Ruby nodded her head blankly in understanding but remained quiet, Midnight lifted a brow at the small girl as Blake and Ren made their way downstairs and into the locker rooms to retrieve their weapons, Midnight stole the opportunity to switch seats, placing himself beside Ruby who sent him a small smile as he sat down.

"What's eating you?" He asked simply

The small girl's face twisted, half in irritation and the other half seemed to be decided whether or not she should tell him, she glanced at Weiss, who had begun talking to Yang about something and sighed "Me and Weiss, kind of had a fight."

"Kind of?" Midnight questioned

Ruby rolled her eyes "Midnight do you think me being a leader is a mistake?"

Midnight tilted his head to the side slightly, ears flopping lazily as he glanced over Ruby's head at Weiss, he managed to stop his face from twisting into irritation though "No, I don't think you being a leader is a mistake, in the forest is was _your_ plan that brought down a Giant Nevermore, show me another sixteen your old that can claim they've done the same."

"Other than you?" Ruby lifted an eyebrow curiously and Midnight laughed.

"Nope, biggest Grimm I've faced was a Deathstalker and they are considerably easier to deal with than a giant flying armored bird." Midnight replied, flourishing a mock bow that Ruby scoffed at.

"But I'm the youngest on the team, I _am_ inexperienced and I honestly may not have been the best choice." Ruby sighed.

"We are all inexperienced," Midnight shrugged, he said it just loud enough for Weiss to hear and Ruby glanced at him "We are huntsmen and Huntresses in training, just because we got into Beacon doesn't give us experience you can only get in field missions, that's why these classes exist in the first place."

"Be that as it may, some of us have more experience than others." Weiss cut in, leaning into their conversation.

"Really? How many grimm have you encountered outside of initiation?" Midnight asked, cocking his head to the side and lifting a brow at the heiress.

Weiss's eyes widened and she glared at him "None." She forced out flatly.

"You want to know something? I've fought six before initiation, actually if you count the ones that gave me this scar," He gestured to his cheek "It's eight, even though I didn't personally kill those, I did run them through a forest."

Weiss's eyebrow lifted in curiously and very slight admiration "So you have the most experience of us then, it's understandable you got your own team despite the lack of students."

Midnight shrugged "I'm still inexperienced, six grimm is nothing compared to a fully fledged huntsmen, but even with my limited experience I can see why Ruby was chosen to lead team RWBY instead of _you_."

Weiss recoiled like she'd been slapped and Ruby's head darted between her friend and her teammate rapidly "Oh look, they are about to start!" She exclaimed quickly, grabbing Midnight's head and forcibly turning it too the arena beneath them.

Midnight glance at Ruby for an extended period of time and she glanced down, realizing she was still holding onto the sides of his head she released him quickly and muttered a quick apology, scratching at the back of her neck.

Midnight just chuckled and rolled his eyes, glad Ruby seemed to have regained some of her usual confidence. His eyes trailed to the two people in the arena, he didn't know Ren well, he seemed nice enough, from the few things he'd actually heard him say, but he was quiet and calculating and Midnight knew very little about how he fought, this would be an interesting match to say the least.

* * *

Ren shifted his stance, hands tightening around the grips on his weapons as his eyes narrowed on Blake, who lifted her hand to hover over the hilt of her sword, both froze in their positions and waited.

Glynda glanced between the two and lifted her hand "Begin!"

The pair flew forward, Blake turned as she drew her weapon and brought it across slamming with a metallic clang into the blades of Ren's pistols. Ren shifted down and pushed up, attempting to push Blake out of balance, the girl leapt back and flipped around, tumbling a few meters away from him.

They eyed each other for an extended second before darting forward again, Blake struck much the same way, sword coming across in a horizontal slash and Ren shifted to block the same way, Blake smirked stealthily as she whipped around quickly and sliced down with her sheath, Ren rolled one of his weapons on his finger and caught it quickly blocking the pair of movements without letting his surprise show on his face.

Blake forced her weight down and pressed into Ren's weapons harshly, Ren's eyes narrowed on hers for a moment and he dropped to his knee and whipped around, quickly taking one of Blake's legs out from under her, Blake shifted around and blocked his follow up attack with the flat of her sheath, the blow threw her backwards and she rolled in the air acrobatically and landed with a light thud, sliding to a stop, she barely had time to readjust the grip on her weapons before Ren was atop her again.

Ren rushed forward and rolled round into a quick kick, she blocked it with the flat of her sword and swung at him, he spun to the side out of the way and struck across, Blake turning into him, placing the sheath on her back and catching his sleeve, she slammed her body into his chest and pulled him over her shoulder, Ren rolled over her arm and kicked back, forcing her to rip her head back to avoid the blow as he rolled to his feet and whirled round to charge her.

Blake ducked underneath his first swing and block the kick that whipped around towards her head, she kicked back, missing his stomach by an inch but creating a bit of distance for her to work with as she struck down with her sword and drew her sheath in a quick rush, Ren turned the blows away from himself as she turned into a powerful slash with her sheath that he was forced to block properly and lock against, Blake shifted Gambol shroud in her opposite hand as Ren focused on holding her back.

She shifted forward, striking up with her sheath and staggering him backwards as she rolled into a high kick that he jumped back from, using the momentum of the kick she twisted around and fired her weapon after him while he was still airborne, the ribbon wrapped around his ankle and Blake yanked him towards her hard, Ren's eyes widened in surprise as he was pulled back towards her he curled around in a kick and Blake rolled out of the way, leg extending up before she brought her heel down onto his forehead and slammed him into the ground with a groan.

The pair panted in slight exhaustion as Blake helped pull Ren back to his feet as Glynda stepped back into the arena "And that's the match, Lie Ren's aura as dropped into the red, as you can see here," She gestured to a large screen on the wall, on which a small bar flashed red under a picture of Ren's face "In tournament style duels, this signifies that Ren is unfit to continue and a referee may call the match."

Jaune lifted his hand slowly and Glynda glanced at him a moment "A question Mr. Arc?"

"You said a 'tournament style duel' are there other kinds?" Jaune asked curiously.

"There was a time when a duel could be fought to the death of one participant, but these barbaric practices rarely occur in this day and age." Glynda answered concisely and shifted her glasses again.

"Would anyone else like to volunteer?" Midnight was mildly surprised when Weiss got to her feet.

"I would Ma'am." She announced respectfully.

Midnight rolled his shoulder slowly and rose to his feet, Glynda eyed him and he smirked "Need to give our resident princess a proper match right?"

Weiss glared at him and he returned the look with a taunting grin and a wink, Glynda cleared her throat and brought the attention of the class back to her "Very well, please go and retrieve your weapons."

* * *

Weiss strode passed him angrily and he folded his arms behind his head as he walked into the locker room at a leisurely pace, stopping when he reached the bank of lockers that would eventually belong to his team, should he ever manage to put one together, he watched Weiss retrieve her weapon calmly before she turned to him and lifted an eyebrow.

"You're not getting your weapon?" She stated, less of a question than it was supposed to be.

Midnight flicked his wrist, one of the many knives concealed on his person glinted as he rolled it around his fingers "I'm always armed princess."

Weiss crossed her arms and huffed "Why do you insist on calling me that?"

"How about this icy," Midnight offered simply "You win this spar, I'll call you by whatever name you want, I win you give me the time of day for a proper chat."

Weiss tilted her head at him and frowned in confusion "May I inquire into what this chat will be about?"

"Ruby, mostly." Midnight replied readily.

"Deal." Weiss walked towards him and gave his hand a quick shake before striding passed him, head held high with all her Schnee pride.

Midnight's neck clicked as he rolled his head and snorted before following after her, if Glynda thought ti was strange he returned without his weapon she didn't make it apparent, Weiss drew her rapier and faced Midnight calmly.

He could see her running through all the little steps that were drilled into her head while she trained, head up, shoulders back right foot forward, she slid it further than intended and corrected it hastily, Midnight relaxed slightly and stretched his arms above his head before taking up a simple stance that revealed quite little about how he would be fighting.

Glynda eyed the pair for a moment longer before speaking "Begin!"

Weiss shifted and shot forward, Midnight slid his foot forward and turned to the side, her thrust slid passed his chest by a hairs breath and she jumped away from him as he stepped forward at a slow and deliberate pace, Weiss glared at him in irritation.

* * *

"Why does she seem so mad, he just dodged?" Jaune asked, tilting his head slightly in confusion.

Pyrrha glanced at the fight, Midnight continued to move around Weiss's attacks by small margins, never diving completely out of the way but moving just enough that the blade would sneak passed his body.

"It's because he knows everything Weiss is going to do," She answered simply, at seeing Jaune's confused look she decided to elaborate "He clearly studied the form of fencing Weiss favor's, or maybe he just understands her weapon."

"Oh, it's actually both," Ruby answered, having also received some of Qrow's training over the years "You guys know how Qrow took him under his wing right?"

The pair nodded and Ruby continued "Well, my uncles one of those 'jack of all trades types' While everyone has a weapon they favor, knowing how other weapons work and how people fight with them is the best way to win a fight before it starts," Ruby quoted simply "He says there are techniques of overwhelming stillness and unrivaled aggression and the key to being a great fighter is knowing both and being able to use them effectively."

"So why doesn't Weiss just use a different attack?" Jaune asked

"I'd put that to habit, when you devote yourself to a single combat school you develop habits, routines, it's one of the dangers of not sparring against different kinds of fighters, you begin to think every fight will flow in the same way, if I stab here, they will move there and so on," Pyrrha answered "Weiss doesn't seem like one that has had much experience fighting people who not only understand her fighting style, but fight in a way she has no understanding of."

"Okay, but this fight could actually go on forever as neither of them seem to be doing anything," Yang noted boredly "I want to see someone get hit already."

Ruby boxed her sister on the back of the head lightly, Yang shot her a look "I know, I know you don't need to hit me." Yang complained as she rolled her eyes.

Jaune opened his mouth to ask what the siblings meant before Midnight's movement caught his eye.

* * *

Midnight shifted slightly again, as the rapier moved passed him he flicked his wrist, catching the dagger and striking up, sending Weiss's arm skyward and breaking her balance, Midnight lowered slightly and launched forward, Weiss shot him a look as she landed lightly and sighed, sheathing her rapier calmly "I forfeit."

Midnight knife was hidden back within his sleeve with a quick flick of his wrist as he slid to a stop, Glynda simply nodded her head the professional huntress seeing no fault in the young girls course of action.

"Return your weapons to your lockers and return to class," Glynda instructed, eyeing the rest of her students inquisitively "We have time for one last match, any volunteers?"

As Midnight reached his locker he turned and leaned against it calmly, Weiss placed her rapier in her locker and turned to face him, waiting patiently for him to begin, Midnight took a few moments to consider how to begin "What is your problem with Ruby?" He asked plainly.

Weiss sighed, more than aware lying to a faunus was all but impossible she answered honestly "I don't have a problem with her, I simply don't think she should have been made a leader at such a young age."

"How old do you think I am?" Midnight asked, tilting his head slightly at her.

Weiss looked over him for a moment "Nineteen or twenty?"

Midnight chuckled "Nope, I'm the same age as Ruby."

Weiss mouth opened and closed a few times despite words refusing to work for her "B-But you are, well like this and she's….like that."

Midnight made a sound in between a chortle and a snicker "How very articulate of you princess."

Weiss rolled her eyes "Why are you so concerned with what I think about Ruby?"

"Because I'm in love with her," Midnight answered in stride "And I like Ruby the way she is and sure, she may be a little childish and on the inexperienced side but I think she _is_ and is going to _continue_ to be a great leader."

Weiss's continued to look at him in wide eyed surprise "What?"

She sputtered and composed herself quickly "Not many people would admit something like that so freely, aren't you worried I might tell her?"

"I think your better than that Schnee," Midnight replied with a smirk "Answer me this, in the forest, when Ruby came up with the plan to kill the Nevermore, did you object?"

Weiss's face hardened "No I didn't."

" _That_ is the quality that is most important in a leader, they inspire people to follow them through decisive action, Ruby is still young, she may still be reckless, but she has all the qualities of a _real_ leader." Midnight explained calmly.

"Why tell me all of this?" Weiss asked

"Because I'm not on Team RWBY, she's going to need help from _teammates_ she can trust," Midnight stated simply "I want to be able to entrust her to you, I think you can stop her from getting into too much trouble."

"Why not keep her out of trouble altogether?" Weiss asked crossing her arms and tilting her head.

"Cause a little trouble is good for you, builds character." Midnight responded with a chuckle.

"Well since you've been asking me questions as you please I have one for you," Weiss caught his attention and he turned around and lifted an eyebrow at her "Why have you been so hostile towards me? Even on the first day, you weren't exactly the nicest person to talk too."

"You weren't sunshine and daisies either Schnee," Midnight countered "Let's just say I have mixed feelings about the Schnee company and their business partners, however I shouldn't have taking frustrations with your father's company out on you, so for that I apologize." He bowed his head slightly.

Weiss lifted an eyebrow at him and smoothed her skirt for a moment "Apology accepted," She inclined her head before she spoke again "I'll be sure to keep Ruby from getting into 'too much trouble.'"

Midnight smiled gratefully and gave her a quick mock salute before leaving the locker room, she followed after him and returned to their seats.

Midnight plopped down beside Ruby heavily and glanced at the arena, Nora had been pitted against one of Cardin's teammates.

'Match' was definitely the wrong term, 'slaughter' would probably be much more fitting.

* * *

After Glynda's class came lunch, the groups split quickly to get food or catch up with other friends, Midnight glanced around the cafeteria, his eyes finally landed on his black haired friend, sitting towards the back of the room fiddling with his scroll, Midnight made his way over and Jayce glanced up when he heard someone sit opposite him.

"So how was your first day of actual school after initiation? I heard you got assigned to a team on your own." Jayce opened with jovially.

"That's actually one of the things I need to talk to you about among a few others, fortunately Ruby decided she and the rest of team RWBY are going to 'strengthen the bunk beds', frankly I have no idea what she was talking about."

"Fortunately?" Jayce lifted a brow questioningly.

"So you know how you and Yang have pretty much been shipping me and Ruby for the better part of five years?" Midnight began simply.

"Of course, I helped Yang come up with your shorthand." Jayce shrugged, Midnight frowned and shook his head with a half confused half questioningly look on his face "Night Rose, it's fitting right?"

Midnight waved it off quickly "Ah, yeah, sure whatever."

"Is there a development I should know about?" Jayce asked

"If you'd stop talking for five seconds I'd be able to tell you," Midnight groaned, Jayce paused and nodded in a silent gesture for Midnight to continue "So, I have finally realized, I-I really like her."

Jayce stared at him blankly for five seconds "Give me back my excitement." He droned as he reached forward and bonked Midnight atop the head.

"Ow, Why?!" Midnight demanded placing his hands on his head, his ears flopping to the side.

Jayce grinned "I'm kidding, so how'd you figure it out?"

"In the forest, she, uh, she smiled at me and everything just sort of fell into place, my knees went weak, my heart raced…it was honestly kind of terrifying." Midnight relayed excitedly.

"Aw, how cute." Midnight jumped, as Yang appeared at the end of the table, sliding along the bench to sit beside Jayce with a large grin on her face.

Midnight glanced between the two "You called her here?"

"I am the proud starter of Night Rose, it's my duty to be here," Yang shot at him "So, what's your plan? I hope it isn't just to continue how you were today, all buddy buddy."

"If I suddenly acted out of character Ruby would just get all worried and make things hard," Midnight pointed out "That being said I don't really want to just leave it like is right now."

"Aren't you just so glad her older sister supports you?" Yang cooed playfully and Midnight frowned at her in confusion.

"I can easily shift the conversation in our room to guys," Yang explained "I'll figure out where Ruby thinks her emotional state is and try to help her along and I'll relay the info to you, it's a win-win."

"I don't feel all the great about it but I don't have any ideas so might as well go with that," Midnight shrugged "I guess I'll leave it to you then."

Yang saluted playfully and pecked Jayce on the cheek lightly and got to her feet, as she walked away she paused turning on her heel abruptly and pointing at Midnight "Oh, right, you break my little sister's heart and I'll make a coat out of you."

Midnight's mouth hung open in shock at the very specific threat, he glanced at Jayce who just shrugged "I'll…be careful?" Midnight offered hopefully.

Yang ruffled his hair and left the two guys alone again.

"I still don't know how I am supposed to deal with her." Midnight sighed.

Jayce shrugged "It's not that hard, she's very straight forward."

"Great, so now If I screw up at least I'll get to be a hat." Midnight barked sarcastically.

"Well, just don't screw up." Jayce offered.

Midnight's head hit the table and his arms lifted into the air "Thank you captain obvious!"

Jayce chuckled "So, you said you had something else you wanted to talk to me about."

Midnight lifted his head, chin resting on the table as he eyed his friend "Right, about my team, Ozpin's given me basically free reign on choosing members, as long as I don't coerce them into it."

"And this effects me?" Jayce prompted

"I want you to join my team," Midnight answered simply "I know you are more comfortable building weapons than using them, but you're my friend and you have an eye for strategy."

"Sure Midnight," Jayce nodded his head with a grin.

"I get that you probably don't want to, you already said yes?" Midnight shot up in surprise.

"Was I not supposed to?" Jayce asked in confusion.

"No, I mean, yeah of course I want you to join, but I thought you'd be against it, being a weapon smith an all." Midnight responded honestly.

"If I observe huntsmen and huntresses in the field I might be able to improve their weapons to better suit them, knowing what they are fighting will also help me create better defensive armors, there's no downside to this for me." Jayce shrugged.

"Yeah, except you know, you could die." Midnight pointed out with a shrug.

"Please, I'm gonna live a long life, the universe definitely wants to make sure I suffer with you for a _long_ time." Jayce shot at him.

"Heh, I'll be sure to make it as unbearable as possible then." Midnight taunted as he got to his feet "Well, my valuable compatriot, I'm going to go catch up on the sleep I've missed for two days."

"I could knock you out?" Jayce offered "Might help."

"Thank you for the kind offer, but I'll pass." Midnight waved off as he walked away.

"See you tomorrow captain." Jayce called after him mockingly before chuckling to himself and glancing at his scroll.

* * *

 **A/N: So, I planned to get this out before the twenty fourth, because If I didn't I knew it'd end up being delayed a few more days for sure, so Overwatch happened and that's why this took so long, regardless I do hope you enjoy this chapter and I will see you guys in the next one, peace!**


	8. Chapter 8

**A/N: Okay, don't murder me now that I've come back. A number of things happened, I got lazy, then life decided haha fuck you and your peace and then my nephew was born (And he's fricken adorable and my brother named me the godfather, how awesome is that!) Then I helped my brother move house with his wife, then I started other stories cause I am a huge fan of bad decisions (I mean, I've already got like 8 stories and they are already spread across multiple fandom's….what's one more?) But I'm back now, Volume 4 starts in like 3 months, here's to hoping it's not horrible! I'll let you get onto the chapter now!**

* * *

Three weeks had passed since Jayce had joined Midnight's team and he had come to terms with the fact that he was crushing on his childhood friend.

Midnight now found himself in a position hundreds of guys have, or at some point will have, to occupy.

The Friend-zone.

At least he was relatively sure Ruby had put him there unconsciously as she put pretty much every body there, ignoring her sister and other family members.

That left Jayce to deal with his best friends venting and the young leader of his own team elected the best way to kill two birds with one stone, would be to hold sparring sessions with his only other teammate.

It did kill two birds with one stone, Jayce needed to train to be a proper Huntsmen and Midnight needed to vent.

Jayce had failed to take into account that Midnight would eventually become irritated with the situation.

"She actually called me buddy," Midnight complained as he threw a punch towards Jayce's head, the older boy dodged to the side, he had enough trouble keeping up with Midnight's movements as is, the boy _had_ been trained by Qrow "Tapped my shoulder and everything."

"I think you're reading too much into it," Jayce replied as he stepped forward, attempting to sweep Midnight's legs out from under him to which the faunus boy hopped back out of the way of "She's never really been the most…romantically aware."

"Have you seen her talk about weapons," Midnight sighed as he rushed forward "What if she _really_ is just trying to shoot me down easy?"

"I doubt it." Jayce voiced flatly as he locked his arms against Midnight's kick with a grimace, that was definitely going to leave a bruise.

Midnight seemed to notice he was being a little too over the top for a practice spar and he eased off, stepping back "Let's take a break before I accidentally break your leg."

Jayce never let his relief show on his face and just nodded slowly.

"I'll tell you the same thing I've told you every week, telling _me_ this isn't going to fix things." Jayce pointed out simply.

"I know," Midnight waved off, they were in one of Beacon's many training rooms, this specific one was at a nice mid way point between the two students separate rooms, the wide open square arena was flanked by a few training dummies and a couple of benches for people to take breaks on "It does make me feel a little better though." He noted as he took a drink from a water bottle he had brought.

"This is making you feel better?" Jayce asked curiously.

Midnight sighed "I don't know, you know you still need work as far as combat goes," Jayce nodded in agreement, he hadn't trained in combat since he was eight, he was out of shape and out of practice "Yang would murder me if I didn't properly prepare you for field missions."

"I can see how that'd make you feel better," Jayce nodded as he fell onto the bench heavily and took a drink from his own bottle " Maybe you should ask her on a date?"

"Yeah, your right, I completely overlooked that," Midnight barked sarcastically "If it was as simple as _that_ I wouldn't be in this mess."

"But it _is_ as simple as that." Jayce frowned.

Midnight glared at him "I'm ordering you to stop pressing this."

"Too bad, spill it," Jayce shrugged the 'order' off "Besides you're really the only one that loses out if you kick me out of your team."

"I hate you." Midnight shot at him.

"Good, glad to know my methods work," Jayce chuckled "Come on then, out with it."

"Don't laugh." Midnight warned.

Jayce nodded.

"I get nervous." He voided shakily, even he knew it was weak, it made him feel weak even saying it, he's not supposed to be some teenager to nervous to speak to the girl he likes he had stared down Grimm, _literal_ manifestations of hatred and despair.

But asking a the girl he liked on a date? He'd rather fight a pack of beowolves naked.

Jayce looked like he was struggling, Midnight watched him for a few seconds "Fine, you can laugh."

And laugh his friend did "I'm sorry," He sucked in a long breath "But I mean… _nerves?_ " He laughed again "Of all things, you left to learn how to fight Grimm when you were like six," He was practically wheezing at this point "But you're scared of asking Ruby on a date."

"This is why I hate you." Midnight voiced with a small nod, staring down at his friend impassively.

His laughter died down and Jayce took a few breaths to calm himself properly "Well, I guess now that I think about this probably makes sense."

"How?" Midnight questioned sitting down.

"I mean, you've never had a crush before," Jayce held up a finger as he started counting "You haven't had that much contact with people, since you were always on the move with Qrow," He held up a second finger "You know more about weapons than your own race." Third finger extended.

"Hey, in my defense it's not like I can just approach any random faunus and start asking questions," He defended quickly "I'm not even like a _normal_ faunus."

"You're strangely self-conscious." Jayce added a fourth finger.

"Screw you," Midnight shot at him "At least I'm trying to do this normally, I'm not just gonna kiss her in front of half the school."

"Maybe you should," Jayce returned to him flatly "At the very least, you'd know if she likes you or hates you."

"If I lived long enough to ask her," Midnight laughed dryly "I'm sure you'd love to see Ruby trying to cut me in half."

"Nah, Yang would be sad if her favorite ship sank," Jayce mused, a far off look in his eyes "I should probably give you better advice, if it turns out to be my fault, she might decided to just kill me."

"At least she won't turn you into an article of clothing." Midnight shuddered slightly remembering Yang's threat

"I'm sure she was joking…probably." Jayce noted slowly.

"Yeah thanks," Midnight sighed sarcastically "Maybe I should actually let Yang bring up the 'boy talk' she mentioned the other week, I ended up telling her not to bother but…" He trailed off.

"Not to bother with what?" The familiar asked simply.

Midnight jumped half a foot in the air and let out a started yelp "Stop. Doing. That." He voiced in displeasure, she had taken to sneaking up on him in the past weeks.

"But you make it so easy," Yang tilted her head and crossed her arms "And you _always_ react the same way."

"Something wrong?" Jayce asked in mild concern, she didn't usually seek them out while they were practicing.

"Ruby's looking for you Midnight," Yang voiced simply "I told her to wait in our room while I go get you."

"Okay, did she say why?" Midnight asked curiously as he screwed the cap back on his bottle.

"She has some questions regarding leading teams," Yang voiced almost professionally, if Midnight was suspicious, he didn't show it on his face "I'm gonna stay here, beat my boyfriend into shape."

"I'm sure that's all you plan on doing," Midnight waved off as he spoke levelly "I leave him in your capable hands then."

Jayce leaned to the side as the door behind Midnight closed, then he turned back to Yang and eyed her quizzically "So what's really going on?"

"Ruby's freaking out," Yang answered watching the door "She thinks if she keeps treating Midnight as 'just a friend' she'll alienate him, but she also doesn't want to change around him drastically and give herself away in case he doesn't like her."

"Wait you talked to her about it?" Jayce asked in surprise.

"Of course I did," Yang placed her fists on her hips "My little sister is entering the most embarrassing stage of boy-liking, do you have any idea how hilariously fun this is for me?"

"No, besides I think your priorities for this are all wrong," Jayce voiced with a frown "Aren't you supposed to try and maintain your younger siblings innocence…or something?"

"She's a sixteen year old attending a school to learn how to kill monsters, she built a scythe that is also a sniper rifle." Yang retorted flatly.

"Good point." Jayce conceded with a quick nod.

"Okay, you've had long enough of a break," She voiced pushing him to his feet and towards the arena "Time to train."

"You were serious? That's surprising." Jayce chuckled as she shot him a look.

"Hey, you need to be able to handle missions _Midnight_ will be sent on," Yang pointed out "Despite how humble he is, that kid is the type of prodigy you see come along every hundred years, I wouldn't be surprised if he graduated early."

"None of that really effects me, he's not stupid enough to take on missions until he feels the entire team is more than ready, his humility actually works for him in this case, he will likely take missions that are _way_ too easy for him thinking that's all he can accomplish." Jayce pointed out.

Yang had to agree with him there, Midnight was nothing if not careful "It would also be kind of…inconvenient if you…died."

"Yang Xiao Long are you worried about me?" Jayce teased with a grin.

"No…Maybe…Shut it." She pointed a finger at him threateningly.

"I didn't say anything." Jayce pointed out again.

"Alright fine," Yang threw her hands in the air "I worry about you dying, you happy now?"

His eyes softened slightly as Yang cross her arms over her chest, he reached out slowly and ran his finger along her arm gently, hoping the gesture was reassuring in some form "I won't die, okay? I'll make sure to be extra careful."

She glared at him half heartedly, he smirked and placed a light kiss on her forehead "Fine, I promise I won't die, happy now?"

"I'm…a little happy," She admitted, a small grin appearing on her face, she stepped forward suddenly and reversed the grip before throwing him on his back, he groaned as he hit the ground hard and she pecked his cheek "Still going to help you train though."

"Noted." He responded in a pained groan as he got to his feet.

* * *

Midnight knocked on the door to team RWBY's room and waited a moment, he heard someone shift on one of the beds and walk over to the door, the door opened a crack, gold eyes peered at him.

"Blake," He nodded his head in greeting, she nodded back and opened the door, gesturing for him to come inside quietly "Is Ruby here?"

"She left something in class." Blade answered as she rolled back onto her bed, it was the first time he had been in the room, his eyes kept drifting over to the bed suspended from the ceiling with a bunch of ropes, the other was planted on a stack of books.

There was no way that was going to end well.

"So, Ruby huh?" Midnight's ears twitched and he shifted his gaze over to Blake, she was eying him with a small smirk.

"Please, not you too, I get enough from Jayce and Yang." Midnight sounded in discomfort.

"I'm not teasing you," Blake responded calmly "Oddly, enough I think you two are good for each other."

"You should tell Ruby that," He chuckled as he rested his chin on his forearm "Might make my life a bit easier."

"I _did_ tell Ruby that," Blake replied "Then she freaked out when you walked over and tapped your shoulder, called you 'buddy' and ran off."

"You know what, I changed my mind, don't tell Ruby anything ever." Midnight shot at her playfully.

"Are you sure, I think I can be persuasive." Blake glanced up from her book, there was definitely amusement in her eyes when she stared at him.

Before Midnight could retort, Ruby burst through the door "Did Weiss come back?!" She shouted urgently.

"No, you're safe." Blake waved off as she rolled over onto her side to continue reading "Midnight's here though."

Ruby snapped upright and turned to face him stiffly, her waved "Yo, Yang told me you wanted to talk about team leader stuff."

Ruby made a mental note to spike her sisters milk the next morning "Yeah, I actually wanted to ask you about some coordination stuff." It was the most professional sounding thing she could come up with off the top of her head.

"Attack or defense?" Midnight asked calmly.

"Attack, my team isn't exactly the defensive type." She rubbed the back of her head and chuckled nervously

"Well, I can agree with that," Midnight replied with a small smirk "So, what'd you wanna know?"

Ruby blanked, she hadn't thought that far ahead, what's worse is he seemed to actually think that's what she wanted to talk about, she did kinda dig the whole she was kind of in, but she was thinking on her feet, he lifted a brow at her.

Oh, he's doing the thing, he'll get suspicious if I don't come up with an answer, think, she had some basic ideas for team attacks, what hadn't she done yet "Names!" She shouted, snapping her fingers, she didn't realize she had said it aloud yet.

"Names?" Midnight questioned in confusion.

Ruby snapped back to his face and her eyes widened "Uh, yeah, you know attack names, codenames if you will, so my team knows whose doing what and the enemy doesn't."

"Shouldn't you figure those out with your teammates?" Midnight asked, scratching at the back of his head with a nervous smile on his face.

"Ah, good point," Ruby fiddled with the hem of her skirt, should she say that's it? She already felt like she'd made things awkward enough "Well, I should probably get back to studying, I only managed to escape because Weiss went the library to get 'favorite' reference book. Who has a favorite reference book?" She questioned animatedly throwing her arms around.

"Rich, obsessed with studying Heiress types," Midnight replied with a shrug "I've only met one though, so I can't be sure."

Ruby wanted to leap into the air, they were conversing normally again! She'd done it.

"But your right, I should let you get back to work." He got to his feet slowly and pushed the chair he was on back under the desk.

"I should go make sure Yang hasn't killed Jayce yet." He noted calmly.

Ruby chuckled "She can get a little…enthusiastic." She worded carefully.

Midnight smiled as he opened the door, turning back to the room "Yeah, see you tomorrow Ruby."

"Yeah, tomorrow." She gave him a small wave and he pulled the door closed behind him as he left.

* * *

"Just date him," Blake couldn't summon the energy to glare at her, so she just sat on the bed with a blank look on her face "You are so clearly into him, I mean, _Jaune_ noticed."

Ruby winced at that, the notoriously dense blonde had picked up on what had thought was her well managed attraction to her childhood friend. When Jaune had brought it up, she realized pretty much _everyone_ knew.

Yang even _approved_.

"But I will commend you for not trying to act like a guy," Ruby didn't know whether that was actually a compliment or not "You actually seemed normal that time."

"I'm not trying to be abnormal," Ruby complained as she flopped heavily onto Weiss's bed "I've known the guy since we were _six_ , this isn't a bomb you can drop casually either and I don't want him to have to choose between a friendship and a partner, I don't want him to think I'll stop being friends with him if something goes wrong or if he doesn't return my feelings you know."

At this point Blake was aware Ruby had streaks of maturity in her, she supposed she shouldn't be surprised, the girl was permitted to enter beacon two years early, that in itself speaks volumes of both her ability and potential.

"I've never been in your situation Ruby, I can't tell you what to do, but I think with the distance you two have, it's only a matter of time before you snap." Blake answered honestly.

"Well at least your advice is better than Yang's," Ruby noted flatly "She just tells me to 'jump him' How would jumping over him help me in any way? That'd probably just confuse him, it'd confuse _me_."

Blake stifled a laugh with the back of her hand, following the maturity was a flash of childish innocence "I don't know how that would help either."

* * *

Midnight halted for a moment when his scroll beeped at him, he answered it quickly and put it to his ear.

"Hello?" He questioned quickly.

"Heya kid," He'd recognize Qrow's voice anywhere "How's beacon treating you?"

"Good enough," Midnight answered truthfully, he eyed Cardin across the field as he moved, the boy was talking to his team about something, he didn't like the outlook of whatever they were planning "Why, something wrong?"

"No, I'm buried in a library somewhere in Mistral." Qrow answered as if that were a normal thing.

Midnight hesitated for a minute "Okay…do you know _why_ your buried in a library?"

"I don't mean that literally, but I needed to check some things out, libraries are information hubs for old stories you know." Qrow pointed out, Midnight heard him take a swig from his flask.

"I know what a library is," Midnight sighed "So, what old story are you digging up that is so important that you had to call me?"

"Well, it's not so much of an old story as it is a rewritten version of one I already knew," Qrow relayed, Midnight heard him ruffle through some pages "Remember that story I told you awhile back, about the silver-eyed warriors?"

"The ones that could stop a Grimm with a single look?" Midnight questioned, recalling the story slowly.

"Yeah, them," Qrow confirmed "Well, according to this version of the legend they had…well for lack of a better word, partners, the relationship between the two is unclear, in some stories it's lovers, then it's enemies, then it's teammates, it changes in each one."

"Okay, why is this important?" Midnight asked

Qrow seemed to find the page he was looking for " _The ones who stood beside these fearless, silver eyed warriors. The only people who would ever be considered there equals, could bend nature itself to their will, harness fire, water, lightning and air. They devoted themselves to the protection of their partners._ "

Midnight remained silent "Sound familiar?" Qrow questioned, he could almost see the grin on the man's face.

"I can't do anything with lightning. Or air, for that matter either," Midnight replied "And my semblance is dependent on the weather anyway, you know that, I can't make fire if it's going to rain and I can't manipulate water when it's dry."

"Well maybe you should start practicing, maybe there's a way to properly control it all the time? You might even get a hold of these other abilities." Qrow pointed out.

Midnight sighed "I hardly believe that Ruby is one of these legendary silver-eyed warriors, she hasn't stopped any Grimm with a look, it might just be a coincidence."

"I taught you better than that," Qrow chastised with a dry laugh "But you are right there, Ruby's never stopped a Grimm with a look, she's had plenty of opportunities too."

"Some stories really are stories," Midnight shrugged "Even if some of them are true, you got any leads on Mint and Grey?"

"None," Qrow replied simply "Has Amber improved?"

"I asked Ozpin to keep me posted, but I haven't heard anything." Midnight replied quietly, taking a glance around him to make sure no one was within earshot.

Qrow let out a noise somewhere between acknowledgment and irritation "Moving right along, how are things with Ruby?"

Midnight coughed quickly "Fine, they are good, everything's fine with Ruby, it's good, why do you ask?"

"If you were trying to avoid arousing suspicion, that was a terrible way to go about it," Qrow informed unhelpfully "So what happened?"

Midnight sighed and pinched the bridge of his nose "Nothing."

"Yeah, I wouldn't buy that if I had twice what old man Schnee does, spill." Qrow commanded flatly.

Midnight walked into his room and closed the door, locking it for good measure as he flopped on to the bed "Well, I'm not lying when I say nothing happened…I just."

"Want something to happen." Qrow finished for him "I see."

"I've gotten ever kind of bad advice that can possibly be given, what do _you_ think I should do?" Midnight asked

"I'm a little out of touch with how you youngsters do it and my methods are…much more _adult_ ," Qrow answered carefully "But nothing will happen if you don't do something."

"Really?" Midnight questioned sarcastically.

"I can't tell you anything else, _you_ decide how to live _your_ life. If your unhappy with the way things are, change them, if you don't want to risk losing what you have to that change you need to decide if the risk is worth it on your own." Qrow continued "If you don't think she's worth the risk, you don't deserve her anyway."

"I think she's worth the risk." Midnight answered readily

"You're telling that to the wrong person." Qrow chuckled quietly "Seeya kid."

Midnight hung up after the phone beeped in his ear a few times, he heard voices coming from his window and he walked over to the window and cracked it open, he leaned out and peered down at the ground before looking up.

He recognized Pyrrha and Jaune's voices and his ears twitched slightly, it wasn't that he was _intentionally_ trying to eavesdrop, he was just going to hear them regardless of his position in his room. He was curious to see if the blonde had finally noticed.

He threw his leg over the sill and leaned his head against the edge of the window.

"I don't belong here." Well, The blonde definitely hadn't noticed.

"That's a terrible thing to say of course you belong here." Midnight actually agreed with the red head, Jaune may be inexperienced and it certainly showed in his fighting, but he was incredibly good at leading, he was actually quite a fast thinker, he just needed to train harder and he'd be easily be on par with many students at Beacon.

"No, I don't, I lied to get in," Midnight shifted slightly "I got my hands on some fake transcripts, I didn't earn my spot, I never went to combat school, I barely ever trained. I _lied_."

Pyrrha didn't respond, Midnight remained peering out the window quietly "Wow, I can't believe Jaune's the one that got them, Ozpin even let him in? That guys as unorthodox as ever." He thought aloud, his voice was still quiet.

Midnight caught movement out of the corner of his eye, Cardin pulled himself onto the roof with a grunt, Midnight waited a moment.

There was no way that was going to end well, Midnight climbed to his feet and hoisted himself onto the roof quietly, neither of the teenagers noticed him and he listened to Cardin speak.

"Of course not Jauney-boy, I'd never rat out a friend." Midnight could see the grin on the teens face despite being behind him.

"Friend?" Jaune questioned suspiciously.

"That's right, we are friends now, so we can help each other out," Cardin wrapped his arm around Jaune's shoulders "That being said, I don't really have time to do the extra readings Oobleck assigned today, you think you could…take care of that for me buddy?"

"Yeah, he won't be doing that," Midnight stepped forward and shook his head "Really Cardin? Blackmail, that's low even for you."

"Ah, the schools most precious dog." Cardin practically spat at him.

Midnight stared at him for a few second in silence "Ow, please, my feelings, Cardin. Do you actually _have_ a brain inside your head? Dog? Really?"

"I don't really care what you think, you see, if Jaune here wants to keep his spot in class, he'll help me out, or I'll simply tell Goodwitch about this, like the concerned student I am." Cardin faked a smile and stared down at Midnight as if he had won.

"Okay, so let me inform you of a few things," Midnight sighed "First, Jaune, Ozpin already knows about the fake transcripts, I had to track them down a while back, I didn't manage to get a hold of _all_ of them, but I got most of them. All of the transcripts were exactly the same, you just changed to name on them, it was a poor job in the first place."

"Wait, so why'd Ozpin let me in? That doesn't make any sense." Jaune voiced in confusion.

Midnight shrugged "Ask him yourself."

"Second, Cardin. You breathe a word of what I just said on this roof to _anyone_ , I will personally assist in your suicide, as in the one where you throw yourself of this roof, I guess you finally realized just how bad of a _dick_ you are, am I completely _understood?_ " Midnight punctuated the end with a dark growl and narrowed his eyes, it seemed to do the trick as Cardin paled and retreated off the roof, dropping back through his window.

"Thanks Midnight," Jaune scratched at the back of his head "I don't know what I would have done if I became that guys lapdog."

Midnight turned a glare onto Jaune, although this one was much less murderous "I'm not exactly pleased with you either Arc, one of the _best_ fighters on the planet offers to help you out and you react like _that?_!" Midnight wanted to throttle the blonde as he referred to the conversation "Your teammates for a reason! To help each other, if you don't want to be a proper leader, a proper huntsmen or a proper _person_. You should have stayed home and nursed that stupid pride of yours."

Jaune averted his gaze to the ground "Pride isn't necessary in a fight, _survival_ is, you win by clawing, kicking biting and scratching if necessary. The alternative is your name on a grey slab of stone, But if your pride is so important to you, then you should leave. You want to be a hero, start by learning to protect your friends, your teammates, if you want to fight with your _damned_ pride, then you had best become the most powerful force on the planet!"

Jaune's eyes widened slightly as Midnight finished "Thanks."

Midnight cracked a tooth filled grin "Hey, if you need someone to kick you into shape, I'm available anytime."

Jaune moved to leave the roof and halted "Where do I even start?"

"Sorry I was such an idiot would be a nice spot." Midnight advised, he flipped back through his window and landed with a light thud, he eyed his scroll on the bed.

His final words to Qrow came back to his mind

 _I think she's worth the risk._

He did, he truly thought that, she was so much more to him than a friend, she was so much more _important_ to him than just a friend and he wanted to show her, even if he could show her only a fraction, it would be enough.

He took a breath as he lifted his scroll.

 _Ruby, do you wanna go out on Saturday?_

The reply was almost instant.

 _Sure, Weiss wants to go spy on her opponents in the tournament, so we can all go together._

He stared at the message for a few seconds, he was about to respond when another one blinked onto the screen.

 _We can do something else after that though, it should be done before mid-morning._

He smirked, giving it a bit of thought before responding.

 _That sounds great, how about a movie?_

A few seconds passed and his scroll beeped again.

 _Sounds good, I'll see you tomorrow. Goodnight._

He responded quickly.

 _Yeah, tomorrow, Goodnight Ruby._

He placed his scroll on the his bedside table and rolled over. That was nowhere near as hard as he thought it'd be.

* * *

 **A/N: Oh, Don't worry Cardin's not done yet, but that comes later, I've teased at a few of my cannon changes, advanced some characters a bit and I'd love to hear what you guys think about what I'm doing!**

 **The covers the important stuff, I hope everyone enjoyed this chapter and I will see you in the next one, peace!**


	9. Chapter 9

**A/N: I literally received no feedback for the last chapter at all, but I did gain like 20 followers, so I am gonna assume it wasn't horrible however if you guys wouldn't mind confirming that, I wouldn't be opposed.**

 **And now I present literature.**

* * *

Ruby's eyes snapped open with her alarm and she rolled out of her top bunk and landed with a light thud, she snatched up her scroll and shut off the alarm before opening her message bank.

She just wanted to make absolutely sure that she wasn't dreaming the date, that wasn't really a date despite the fact that she was hoping it was a date…date.

She frowned at her own roundabout thoughts as she scroll through the last few messages.

 _Yeah, tomorrow, goodnight Ruby._

She scrolled up a bit, then pinched her to make sure she was definitely still awake, she drew her fist in towards her chest and jumped into the air "Awwww yeees!" She exclaimed in as quiet a celebration as she could.

"Why are you so excited?" Yang looked at her as she rolled tiredly out of her bed, similar to how Ruby had done.

"None of your business." Ruby closed her scroll quickly.

Yang placed her hands on her hips and stared at her sister "Oh really?"

"Yes I'm the team leader, not _everything_ I don't have to explain everything that makes me happy to you." Ruby replied stubbornly, turning her nose up.

Unbeknownst to Ruby, Weiss had slipped out of her bed quietly and was crouched behind the small girl "So you definitely won't tell us, no matter what?"

Ruby shifted slightly, her scroll was now pressed between her side and her hand, Weiss made her move, snatching it free of the hold in a quick step as Yang moved forward and grabbed her sister firmly, effectively sealing her movements as Weiss opened the scroll.

"You honestly think I didn't take that into account?" Ruby asked tilting her head.

Weiss stared at the scroll for a moment "Password protected, not entirely unplanned for." Weiss voiced as she sat at the edge of Blake's bed, the quiet girl was always the first one out of the room, none of them questioned it, they usually saw her at breakfast.

"Please, I'd never make my password something that you guys could guess, my password is one hundred percent secure." Ruby boasted.

"Your password _is_ password isn't it?" Yang asked with a sigh.

"Psh…No." Ruby replied unconvincingly with a noncommittal shrug. Both of her teammates stared at her blankly for a few seconds.

"Okay fine Midnight asked me out and then I made a mistake and had to fix it again." Ruby explained hastily, her sister released her and she snatched her scroll, quickly changing the password for good measure.

Yang and Weiss shared a look "What?"

"Midnight asked me out," Ruby began taking a seat on Weiss's bed "I panicked and told him Weiss wanted to go into the city to spy on the new contestants from other cities."

"Greet them as Beacon's representative!" Weiss shot at her.

"Give that a rest," Yang sighed as she glanced at Weiss then she turned back to Ruby "Why's that bad?"

"I kinda invited him to come with us," Ruby scratched the back of her head nervously and Yang face palmed "But then I said we could do something on our own after, so I fixed it."

"Okay I can't take this anymore, you're telling him." Yang ordered staring down at her sister.

"Can't I just see if this goes well first?" Ruby asked hopefully.

"No, did you even call it a date, _specifically_?" Yang asked as she lifted a brow.

"Well, not entirely, it's just kind of…" Ruby trailed off "I don't know if it's a date."

"We are heading in to Forever Fall today, ask him about your 'date' on Saturday," Yang ordered flatly "It's important to find out if he's interested in that way or not, besides we will all be there, what could possible go wrong?"

"I'm not even going to reply to that." Ruby answered flatly.

* * *

Midnight ignored the looks he was getting as he walked through Beacon's weapon smithing division, Jayce had said he'd be able to cope with both sides of the school's curriculum and Midnight had placed his trust in his friend, but that didn't mean he wasn't going to help out where he could, he raked his knuckles along his friends door and it opened quickly.

Jayce had a towel hanging around his shoulders and he seemed surprised to find Midnight here "Something wrong?"

"Well since you're officially part of my team you have to come to Forever Fall with the rest of the Hunters and Huntresses in training today, so I brought bagels and coffee." He held up two cups of coffee and a small brown paper bag.

Jayce gestured for him to enter with his head and Midnight walked inside, the weapon smithing students dorms were quite a bit larger, taking into account the things the students would be building, metal was strewn about Jayce's desk and on the floor towards one wall, Jayce grabbed a simply black shirt and pulled it over his head, he accepted one cup of coffee from Midnight and the faunus boy discarded the cardboard holder after taking his own.

"You prepared?" Midnight asked

Jayce sighed "As prepared as I can be I think."

"It's your last chance to back out," Midnight voiced strongly "No one would look at you differently."

"I never told you why I decided to go into weapon making did I?" Jayce asked, the questioned surprised Midnight and the faunus shook his head.

"My Semblance." Jayce answered placing his hand on a clump of metal on his desk, the metal shifted melting into a liquid pool before solidifying into a dagger.

"When I was younger, I tried out for combat schools, they would always direct me to their weapon making division, because I can melt and harden metal to make whatever I want," Jayce explained "I don't really think they were rejecting me as such, just showing me to a safer route, where my powers could be used better, to help even _more_ people."

Midnight walked over to his friend and clapped him on the back "I'm gonna tell you what Qrow always used to tell me."

Jayce lifted a brow and watched his friend curiously, sipping at his coffee.

"Just because it looks right, doesn't always mean it is," Midnight quoted "It's true, your semblance can make amazing weapons," He gestured to the sword slung over his back, hilt hanging near his elbow "But I think it has infinite combat applications as well, how long can the metal remain shapeless?"

Jayce peered down at the dagger "Well, I only use as much strength to melt it as I need, I usually reforge it instantly, but if I just left it melted I guess it would stay melted," Jayce explained "But I need to be in contact with it."

"Is that what the old teachers told you?" Midnight asked

Jayce paused.

"Aura, Semblance, Our own bodies, all of these things can be trained, with focus, control and more than a little effort," Midnight admitted with a shrug "You might be able to do much more than just melt the metal you touch."

"On that note, how is your Semblance training coming along?" Jayce asked only a minimal amount of taunt in his tone.

"Terrible, Qrow might have just been messing with me, I can't make air move at all and don't even get me started on lightning." Midnight complained moving back across the room.

Jayce chuckled and stared down at the dagger on his desk, it was true, after a while he had just given up on becoming a Hunter, he himself should have been more aware that a semblance didn't simply stop at its discovery and it was not always only what it appeared to be on the surface, Yang had once told him she thought her semblance was just regenerative ability and that's why she didn't take damage as much as other students, obviously now she was aware that she could turn the damage she took back on her opponents.

It made sense, that he'd only scratched the surface, he hadn't even looked "I'll be out in a sec, just let me grab my weapon."

"Oh, it's finally finished?" Midnight asked, he dropped his coffee cup in the trash can by the door and folded his arms behind his head as he walked back into the hallway.

"Yeah, it's finished," Jayce said to his friends back as he left the room, Jayce moved about the room quickly, letting his feet brush against the metal that was spread across the floor, the moment he did it would melt and stick to his feet, he ran it up into his hands and made it take shape.

Midnight had to wonder if people really understood the term 'Faunus hearing' correctly, their 'hushed' whispers may as well have been them outright talking to them, he stayed leaning against the wall with his arms crossed.

"Isn't that Midnight Branwen?" Was one question, he snorted quickly.

"Yeah, Mr. Special Team himself, I heard he can order anyone to do _anything_." He frowned, that one was new and…kind of disturbing, he could ask people to join if he decided he wanted them too. He didn't have any authority beyond that, he was a Huntsmen in training.

Who would even benefit from rumors like…his mind trailed off, only one jackass as this school would even bother. He sighed and the door beside him opened, Jayce stepped out and glanced at his friends uncomfortable expression, he'd heard the rumors going around lately, word spread quickly in this school.

"So, did Jaune end up turning the spot down?" Jayce asked a little louder than necessary.

Midnight frowned at him, before catching his meaning "Yeah, I mean, he's got his own team to lead so asking him was a long shot in the first place, still, I don't know where I'm gonna find two people who _want_ to join." He replied much louder than necessary, crossing his arms behind his head as he walked, he turned his head enough to study Jayce's weapon.

At first glance you'd think it was a simple Halberd, the spear tip at the end of the staff was dwarfed by the half moon axe blade, Midnight had to turn his head slightly to see the other end of the staff, mirroring the top was the same type of blade, mimicking the top but in reverse "What do you even call that?"

"An Axe-staff, for now." Jayce answered

"Well, I guess the benefit of making your own weapon from scratch is that you get to come up with a fighting style for it, but we will start with basic staff forms when we get back." Midnight shrugged.

"So who do you thinks behind some of these rumors they spread _really_ quickly too." Jayce asked glancing around.

"I have a pretty good idea, we will be sticking close to Jaune's team today," Midnight relayed calmly "I have a hunch."

"That's kind of surprising, I expected you to try and be near Ruby, you considering there's not many of these out of school trips." Jayce responded truthfully.

"I'd hardly call a Grimm infested forest a school trip," Midnight explained as they walked "But I think Jaune's team might end up in a spot of trouble and I want to be nearby if they need help."

"You wanna share?" Jayce questioned.

"An educated guess and a pissed off bully," Midnight explained, Jayce gathered his meaning with a nod "You can go with Yang if you want, I mean the result would likely be the same."

"If we are a team we have to start acting like one," Jayce shrugged "Yang will understand, besides I need to look after you."

"Thanks?" Midnight questioned

"You're welcome," Jayce replied with a nod "So, I heard you're going out with Ruby on Saturday, your first date you got any big plans?"

"Ah, crap." It was so quiet Jayce almost didn't catch it, almost.

"You did specify it was a _date_ right?" Jayce asked

"Psh…yeah." Midnight replied unconvincingly with a shrug.

"Midnight," Jayce half glared at his friend "You didn't actually screw up asking her out on a date by not actually asking her on a _date_ did you?"

"When you put it that way," Midnight began slowly "I asked if she wanted to go out but I didn't use the word 'date'."

"Can I just…stab you somewhere?" Jayce asked eyeing his friend in annoyance.

"I mean, I'd rather you didn't, but if it gets me out of the lecture I'm about to get go for it?" Midnight offered uncertainly.

"Look, we need to look after Jaune like you said earlier, but the _moment_ we get back Ruby had better be One. Hundred. Percent. Aware. This. Is. A. Date. Do I make myself clear?" Jayce voiced slowly cracking his knuckles threateningly.

"I'm _your_ captain," Midnight shot at him "Show me a little resp-You've made yourself crystal clear, sir she will be made aware." He caved half way through and bowed his head.

The two fell into laughter and Midnight chopped the top of his friends head "Got any suggestions for how to act on a first date?"

"I could snag and earpiece and walk you through the whole thing, if you want." Jayce offered.

"Oh, like a modern spy deal? Sounds interesting, despite the obvious intention of listening in to our date and telling Yang." Midnight replied sarcastically.

"Hey, it's your loss." Jayce flashed his palms.

"You've been on like three dates, I doubt it's all that hard." Midnight shot at him, the airship they would be using to travel to Forever Fall came into view, along with most of their classmates.

Midnight picked up his pace and waved to Ruby, greeting her with a quick grin and Jayce remained behind watching his friend with a knowing smirk on his face "He'll be back."

"So, everything going according to plan?" Yang asked as she sauntered up beside him.

"Of course it is," Jayce reported happily "Midnight will be asking Ruby out correctly before the day's end."

"Good," Yang nodded at the report "Ruby already agreed to ask about their 'date', it's all set up perfectly, not even _those_ two could screw it up."

Midnight paused glancing up from his conversation with Ruby and waved them over, Jayce gave Yang a light peck on the cheek and grinned "We can't let em catch on now." He noted simply.

"Yeah, that's why you did that." Yang prodded at him as she walked away from him, Jayce titled his head as the blonde gave a light shake of her hips, he shook his head and laughed as he walked over to Midnight.

* * *

The golden eyes of his friend watched him flatly and he glanced at him "What?"

"Subtle." Midnight taunted.

"I think my girlfriend is quite aware of the assets she flaunts." Jayce replied innocently.

"Yeah, one particular _ass_ et in particular," Midnight sighed "You actually _really_ need to focus, there are going to be _actual_ Grimm where we are going."

"I know." Jayce answered.

"No, I don't think you do, saying you've got it and actually doing it are drastically different things," Midnight caught Jayce's gaze and held it "Stay alert, if you freeze up hit yourself."

"I won't freeze up." Jayce shot at him.

Midnight shrugged "We'll see."

Jayce's eyes widened when he realized his friend wasn't sniping him, he was actually concerned and Midnight had experience with Grimm, if Midnight wasn't screwing around it dawned on him that he might be actual danger, even with Goodwitch there. It dawned on him that he hadn't been taking being a proper Huntsmen all that seriously and he rubbed his hands together nervously and took a deep breath.

He'd trained, he knew his way around a fight. He could do this, besides they were surrounded by Huntsmen and Huntresses in training, with their help he could handle anything, as the all boarded the Bullhead he glanced at Yang who was seated with her team, he almost called out to her.

You could have cut the tension in the air with a knife, every student in the Bullhead was in various degrees of preparation, some sharpened their weapons, others meditated, Yang focused on a spot in front of her intently and checked the firing mechanism in her gauntlets over and over again.

Midnight tapped him on the shoulder and he snapped out of the slight panic attack he was having "Nervous?"

Jayce nodded seeing no point in lying.

"It's normal, this is basically your first mission and you've been living a pretty cushy life in the city till now," Midnight explained levelly, he wasn't teasing, he was speaking honestly "You're not the only one here who hasn't seen proper combat," He gestured to Cardin's team, each of them seemed more nervous than the members of Team JNPR and RWBY "I heard that they managed to get through the Emerald Forest without even encountering a Grimm, Glynda's with us on at the moment, but she can't look after everyone at the same time, combat is expected."

"Why do you look so calm?" Jayce asked simply, genuinely curious.

"Because I want you to think I'm calm," Midnight answered "I'm nervous too, I've fought Grimm and I'm nervous, that goes to show what kind of opponents they are, you can't let your guard down, you can't get complacent. The moment you stop being at the top of your game at all times, you die."

"You said if I freeze up, how do I avoid freezing up?" Jayce asked

"The first time I saw a Grimm I was five or six years old, I was with Yang and Ruby and we were all in the forest when a small pack of Beowolves ambushed us," Midnight explained as they sat down and the plane lurched into the air, Jaune turned a shade paler but held onto his breakfast, even managed to smooth out his features and look relatively normal "I didn't have a lot of time to think, but the fear was _there_. It held every thought that went through my head tightly and slowed everything down."

"What happened?" Jayce asked

"I had made a promise," Midnight answered with a shrug "I'm a man of my word and those words helped me beat back that fear. At the end of the day, you won't know how you will react until you are right there," Midnight laced his fingers through each other and rested his chin on them, his tail swished behind him "I think, you make the choice in that moment. You can freeze, you can die, you can give up or you can fight, you can live and you get to go home."

Jayce remained silent and he took another breath "Not gonna sugar coat it?"

"There's no point in doing something so stupid," Midnight voiced flatly, eyes trailing over to him "If you can't handle it, you shouldn't be out here. It's black and white in a fight Jayce, it's live or die especially with Grimm."

Jayce nodded his head in understanding and the two fell into a silence, the atmosphere didn't improve in the Bullhead, but Jayce did managed to rein in his feelings, he felt strangely relaxed when the doors opened the students were able to step into the wide, red leaved, expanse of forest that was Forever Fall.

He took a few moments to admire the large trees around him, even the ground underfoot was coated in a thick layer of the red leaves, it was quite breath taking really, Midnight stepped passed him quietly and peered around "Seems like Jaune's team is going to head east from here." He voiced simply.

Jayce nodded, Midnight eyed him carefully, he had calmed down since their initial conversation, the boy no longer seemed terrified "I'm going to go ask Glynda exactly what we are doing, if JNPR leave go after them and I'll catch up."

Jayce nodded "Wait a second." Jayce turned around slightly as Yang jogged up to him.

"Something wrong?" Jayce asked curiously.

Yang hesitated a moment and glanced around before grabbing his collar and pulling him forward, pressing her lips against his own, his eyes widened in surprise, she wasn't usually one for proper kisses in places they would be seen, she usually opted for kiss his cheek or hold his hand discreetly. She pulled back and the two had to take a few seconds to catch their breaths "Remember your promise."

Confusion momentarily marred his features before he recalled the day before "I promise I won't die," He chuckled "I definitely won't."

She grinned at him before turning on her heel abruptly and walking away, quiet clearly embarrassed, he rubbed at his neck as well, feeling a blush creep onto his features as he looked around, he was glad nobody seemed to have noticed, but that certainly didn't make him feel any better.

JNPR left and Jayce followed after them, integrating into their group by engaging Jaune in conversation as they walked, it didn't seem out of the ordinary, Midnight could track Jayce and his group through scent quiet easily anyway.

"With your combat experience I'd like you to run interference on the groups to the easy, I believe you planned to head in that direction correct?" Glynda asked him quickly.

He nodded his head "Yes Ma'am, I'll be sure to be on guard."

Glynda inclined her head gratefully and Midnight turned around quickly, his hand rested lightly on the hilt of his sword as he looked around, the forest did do one thing that annoyed him.

* * *

The sweet sap hid the smell of Grimm quite well, probably because the creatures also ate it, they likely smelled the same at distances, he could count on Pyrrha to watch out for team JNPR the woman wouldn't be caught off guard in a place like this.

"If you thought I wouldn't notice you you're even more stupid than I thought you were," Midnight voiced flatly, eying a set of trees in front of him "I could smell you four imbeciles a mile away."

"You really are just like a _dog_." Cardin stepped out from behind the tree, his three teammates flanking either side of him.

Midnight grit his teeth, his hours of extra Semblance training had given him one thing, he opened his palm and the air above it ignited, the fire hovered about his palm as he glared "You better ask yourself if this is really a good idea Cardin, this doesn't end well for you."

"Four trained Huntsmen against one lone dog, I think we have very good odds," Cardin announced cockily resting his mace over his shoulder "Don't worry about your little buddy, we will know if he's worth his mettle soon enough."

Midnight's eyes narrowed "What did you do?" He growled, the animalistic sound caused a few birds to take the skies around them.

"I didn't do anything, they _accidentally_ tripped into some sap, it is everywhere after all." Cardin shrugged, the cocky smirk never left his face and his eyes glinted slightly.

Midnight's hand closed on his sword and he slid his foot back "You know, at first I was just gonna blow right passed you, but now," He grinned widely and lifted his head to glare down at them, his eyes glowed brightly as they focused on Cardin "I think I need to make something _abundantly_ clear to you Cardin."

The large boy hefted his mace as the team advanced, Midnight cracked his neck loudly and planted his foot with a stomp before launched forward, leaves floating in the air at the position he used to occupy.

Cardin's eyes widened when Midnight appeared right in front of him, the larger boy barely had enough time to get his mace in between Midnight's blade and his midsection, Cardin slid a few feet back from the blow and the rest of team CRDL rushed him.

Sky brought his Halberd down towards Midnight's head, the faunus boy sidestepped and struck forward with his shoulder, knocking the long haired boy off balance and turning to drive his boot into Sky's chest, sending him rolling to Cardin's feet and getting up slowly.

Dove and Russel struck at the same time, Russel rolled into a ball and sped towards Midnight, slamming both his feet into the flat of Midnight's sword, Midnight slid back a few inches and lifted a brow at them, clearly they had expected the attack to knock him off balance, he shifted bringing his sword around in a wide arc, Dove ducked the strike and rushed forward, Russel cleared the edge of the sword and followed suit rushing forward.

Midnight split his large sword quickly, spinning the two swords up, sparks flew as Dove's sword grazed along the steel of his weapon, the boy seemed to have his eyes permanently closed, Midnight braced against Russel's daggers, he held the two at bay for a few moments before he realized Cardin was rushing him again.

Midnight dropped low and forced Russel back he brought the second blade around and forced Dove to duck beneath the strike before Midnight jumped into the air, he planted a foot on Dove's chest and another against Russel's nose, he kicked off them and flipped into the air, Cardin swung down and the ground blew apart, the large boy's head snapped around as he looked around.

"Cardin above!" Sky shouted in warning, Cardin brought his mace up as Midnight brought his great sword down hard forcing Cardin to his knee with the blow.

"You going to give up yet?" Midnight asked warningly.

"Not on your life mutt." Cardin spat at him.

Midnight rolled his eyes, he took a step back and sheathed his sword, he slid his foot back and brought his hands up in front of himself, the stance was simple enough, he eyed the group of four over his fists.

Dove moved first, firing a few shots from the hilt of his sword, to which Midnight spun one of his many concealed throwing knives in a quick motion to block before slipping the knife back into the confines of his sleeve deftly.

Dove slashed at him and he spun out of the way, hopping into the air and slamming a kick into the swordsman's head, dropping him into the ground heavily.

Sky thrust his Halberd at him from a longer distance and Russel slipped low to sweep him, Midnight jumped the low kick and planted his hand against Sky's pole arm, bringing himself around he slammed both his feet into Sky's chest and dropped his elbow into Russel's face, the boys nose broke this time with a satisfying crunch beneath his elbow.

Russel lout out a shout of pain and Midnight kicked up and rolled to his feet as Cardin struck at him, the large boy brought the mace up to bring it down with both hands and Midnight rushed forward, slamming and punch into Cardin's chest, the large boy grunted but seemed otherwise unaffected, Midnight turned his feet and launched out of the way of the downward strike, Cardin seemed surprised at the burst of speed and Midnight rotated back around and launched back slamming two kicks into Cardin's head before pushing off the ground and decking Sky in a rapid flip.

Midnight rolled his shoulder, the joint gave off a few pops, he opened his scroll "Professor, please come to these coordinates and pick up team CRDL they will not be participating in this exercise, it seems they have willingly placed some other students in danger I am going to go make sure everyone is safe now."

"Understood Midnight, good work." Glynda replied to him flatly.

Midnight pocketed the device and darted into the forest, leaving the barely conscious group of behind him.

* * *

"Look, I will at least thank you for looking out for me, but falling yourself wasn't the wisest strategy." Jayce offered calmly, Jaune stood in front of him arms outstretched to either side of him as globs of tree sap dropped to the forest floor.

Jaune huffed in annoyance "Hey, at least you didn't get any on you at all." He pointed out simply.

"Stay still a second," Jayce walked over and placed his hand against Jaune's chest plate, the metal rippled before flowing outwards, Jayce moved it over the other captains clothing to ring out the remainder of the syrupy sap before replacing the chest plate "There, we'll call it even?"

"That seems fair," Jaune nodded, shifting his chest plate slightly and peering down at it, the blonde glanced up quickly "Alright let's gather some jars of this damned sap!" He shouted enthusiastically throwing his fist into the air.

As the group began to move Pyrrha slowed her pace to walk beside him "Your semblance allows you to shape metal?"

"That's how I make weapons," Jayce nodded "Yours?"

"Polarity," Pyrrha clarified quickly "When did you discover yours?"

"Relatively young," Jayce admitted "I think I was five or six, around the time I met Midnight actually."

Pyrrha nodded her head "So what exactly made you decide to become a Hunter?"

"I've always wanted to be a Hunter," Jayce replied simply "For awhile, I was just…walking a different path to the same destination."

Pyrrha inclined her head in understanding "How did you manage to make your Semblance work at a distance, I have to keep constant contact to make the metal move how I want it."

"I started by touching something and walking away from it, every time I got it to move I'd take another step back and I increased it from there." Pyrrha explained simply

Jayce nodded his head gratefully and the red head picked up her pace to walk beside Jaune again, Jayce glanced around himself then back at the pool of sap they had just left behind, he paused for a moment and stared at it.

That just felt a little too unnatural, his drew his weapon and slung it over his shoulders as he continued to trail the group. Ren seemed to have a similar idea, from the way his hands always hovered close to his weapons as well as keeping his head on a swivel.

They entered a wide clearing and Jaune stopped "This is probably a good a spot as any," He announced looking around the trees, they all seemed thicker than the trees they had passed on the way here, the clearing meant longer sight lines so it'd be harder for things to sneak up on them "We'll harvest the sap in pairs, one person fills the jar the other watches their back."

His team nodded and Jayce cut a deep gash into a tree beside him and placed the jar beneath it, allowing the sap to drip into it he then leaned against the tree and watched the clearing calmly. Midnight had seem sure something was going to happen to Jaune's team, but other than the pool of sap he had almost fallen into, they hadn't seen hair nor hide of Grimm.

Midnight had also warned him about letting his guard down, so he waited and watched, the members of JNPR did the same, obviously more than aware how quickly Grimm could bear down on a person, he had heard all about their initiation in the Emerald Forest, the other students of the weapons division wouldn't shut up about how the new batch of Hunter's seemed crazy strong.

He'd heard all the stories from Midnight without embellishment, Midnight had also looked incredibly exhausted from the entire ordeal, as did the other people who had fought.

Something growled behind him and he shifted his gaze to the forest in that direction, he spun his weapon and took a deep breath, the bushes rustled and a black blur launched at him, he jumped back as the beowolf slashed at him, the creature turned its nose into the air and sniffed, his eyes trailed to the jar still sitting beside the tree and he realized it was probably what the creatures ate, the smell of a free meal would likely draw any Grimm waiting for a free meal.

The only comfort was the beowolf in from of him was most certainly wasn't an alpha, so if he could kill it quickly he wouldn't have to deal with an entire pack, it growled at him and he drew his weapon around.

He locked eyes with the crimson red of the creature and his eyes narrowed, then reality hit him like a truck.

If he screwed this up, he'd die.

His eyes widened as it leapt at him and he stumbled back, barely getting the weapon between himself and the wolf, a quick glance at JNPR told him they were busy fighting their own battles, his instinct kept his dodge mechanisms working, he pulled his head out of the way as the thing bit at him.

 _"It's black and white in a fight Jayce."_ He grit his teeth, he forced one end of the blade into the Grimm's stomach, it howled in pain and jumped off him, he heard the responding howls of the creatures pack, his eyes narrowed on it.

 _"You choose in that moment, you can freeze, you can die you can give up or you can fight, you can live and you get to go home."_

He had resigned himself to being a weapon smith, he had been so close to believing that was all he wanted out of life, making weapons so that _other_ people could risk their lives. Then he'd met Yang, Midnight, Ruby all three of them wanted to train to be Hunters, he'd been so envious of Midnight's stories, he spun his weapon around his fingers.

This was his second chance.

Midnight hadn't shared a lot from his time when he was training with Qrow, but if questioned about things he'd answer honestly, Jayce's mouth split into a grin as he glared at the Grimm in front of him.

 _"Why are you always smiling in a fight?" Jayce asked curiously after one of their many sparring sessions._

 _Midnight paused for a moment, piecing the words together "There is nothing more unnerving than someone seemingly enjoying a fight to the death."_

 _"I didn't take you for psychological warfare." Jayce pointed out taking a hefty swig of water._

 _"If you ignore any weapon in a fight you could lose, if losing means death. You'll bet your ass I'll enjoy fighting." Midnight shrugged._

 _"Would that help against Grimm? I don't think they care what your face looks like." Jayce asked_

 _"No, but I think it helps with the fear," Midnight answered levelly "Sort of tricks it, It's difficult to explain."_

He snapped out of the memory when the beowolf launched at him with a snarl, he shifted his stance and planted his foot, he spun the weapon above him, the blade cut across knocking the creature to the side, Jayce stepped in, the blade cut through its legs, midsection and he drew it back and jumped forward, he drove the spear through the back of the beowolves head with a shout, the beast's growl cut off abruptly and the body dissolved quickly.

Another growl caught his ears and he brought his weapon around as anther beowolf slashed at him, the blow reverberated through his weapon and he slid back a few meters.

"Well this certainly turned south," Jaune admitted openly as his back bumped Jayce's, Pyrrha landed beside them, an explosion sent Nora flying into the air and Ren slid to a stop beside the four "Has someone contacted Glynda?"

"She's on her way," Ren nodded as he looked around the group, then up to Nora as Grimm enclosed on them, the rest of the beowolf's pack racing out of the forest accompanied by a few regular looking ursa.

The Grimm split slightly as a particularly nasty looking ursa approached them, it's back was covered in large white spikes, it's body was armored with the same bone it's spikes were made of and it stared the ground down angrily.

"Least Grimm kills has to make the rest of the group food?" Jayce offered, tilting his head as he eyed the group of Grimm in front of him.

The group of Grimm turned slightly as a few beowolves were sent into the air, Midnight broke into the center of the group and slid around to a stop, slinging his sword over his shoulder "Oh, good you're all still alive." He announced calmly.

He glanced up as Nora came down with a wide swing, scattering a section of the encroaching horde, she blocked a ursa swipe and hit Ren square in the chest before bouncing to her feet, Ren kicked himself back up quickly.

"Did you have that little faith in me?" Jayce quipped as he widened his stance.

"Pyrrha is he?" The red head glanced at Jaune's back discreetly and nodded her head.

Midnight accepted that with a nod "Glynda's going to take a bit longer then would be preferable, so the only rule is don't die."

The larger ursa let out a roar and the horde of Grimm charged, Midnight glanced at Jayce as his face split into a grin, the boy spared a quick glance at his captain before he rushed forward after him.

Midnight slid underneath a beowolf slice and swung wide, his sword slid through a few of the slower Grimm easily and he flipped out of reach of a strike coming from his other side, he kicked off another beowolf's chest and rolled underneath an Ursa's strike, his split his sword in two and stabbed on into the round to bring himself to a sudden halt, his folded the other sword into a handgun as his feet connected with a beowolf's head and he brought the gun around, to finish it with a bullet to the top of the head.

* * *

Jayce had a much easier time dispatching Grimm with Midnight's fighting style being as flashy as it was, the creatures he slid passed turned to watch him and Jayce took advantage of the moments of distraction, of course he could only do that for so long.

He dodged around a beowolf's slash and spun his weapon over his shoulder, the axe embedded itself in the beasts head and Jayce forced the blade through the creatures mask, the spin of the weapon blocked a swipe coming from behind him and he drove the spear point through the things chest before spinning the weapon around his waist and dispatching the slower Grimm in his immediate area.

* * *

Pyrrha locked her arm against un Ursa's swipe and Jaune launched past her slamming his own shield into the creatures chest and toppling it back and rolling to the side, he cut across it's knee and it fell forward Pyrrha spun and drove the point of her spear into the top of its head, Jaune kicked back out of the way of a beowolf that pounced at him and slashed up, slicing the creature clean in half and whipping his sword around to deflect a slash from another behind him. He brought his shield across and it returned to its sheathed form and he gripped the sheath like he would a sword, striking at the creatures leg to break it's balance and he spun across taking the beowolf's head off, he spun the sword in his hand and changed his grip as he changed his shield arm.

He drove the sword through beowolf's chest and spun again, slamming his shield into another wolfs chest the creature staggered back and he stabbed through it, Pyrrha's shield whipped passed his head and stopped a third beowolf attack from taking his head off, a follow up rifle shot finished the beast as the shield spun back towards her and she shifted her weapon into its spear form again, she used the reach to avoid the closer Grimm's attacks, slicing through their legs and finishing them with accurate thrusts she caught her shield and her spear shortened to her sword and she kicked forward, driving the sword through a beowolf's chest, her eyes flicked to her side as an Ursa swung down at her, Jaune's sword impaled itself through the Ursa's hand and Jaune grabbed the sword and pulled it down through the creatures hand, the Ursa recoiled and let out a raw of pain that was silenced as Jaune decapitated it.

Pyrrha smiled at him gratefully, an action he missed as his eyes were focused on their remaining opponents, the horde hadn't risen in size, meaning they were actually beginning to thin it out, they were far from being able to relax, but at least the fight was entering its final stages. Jaune's body was already fatigued from the training he did with Pyrrha, he was grateful for it because it was keeping him alive, but he could feel his movements beginning to slow.

He just hoped Glynda arrived soon.

* * *

Ren and Nora had fought together for so long by this point they had their strategy engrained in their muscles, it began by using their ranged weapons to thin out the rushing horde, Ren focused on mowing down the weaker Grimm and Nora focused on dropping Ursa with her grenade launcher, when Nora ran out of shots, she'd shift her weapon to reload and Ren would rush forward, he dropped low launched from the ground slamming a kick into a beowolf's chin, the beasts neck cracked back unnaturally and it began to dissolve as he drove the blade of his weapon into another creatures eye, using the anchor to spin his body like a top, he unloaded a number of shots to dispatch the Grimm immediately around him, he landed deftly and ducked an Ursa's strike as Nora flew over the top of him with a loud shout, hammer crunching against the Ursa's side and launching it as if it were a small baseball, the creature carved a line through the advancing grim and slammed into a tree where it began to dissolve.

Nora spun around and Ren jumped into the air as she brought the hammer down, cracking the ground and sending a few Grimm Airborne, Ren kicked off one of the Grimm directly beneath him her fired a quick shot behind him to dispatch it, he moved through the Airborne targets whilst Nora twisted in the small clearing she'd created for herself. She laughed loudly as she sent a Grimm into the air Ren twisted himself out of the beasts path and kicked himself back to the ground after dispatching the final airborne Grimm, he landed between Nora's back and a large Ursa, he slid his foot back and slammed his palm into the creatures stomach, there was a moment's pause and the Ursa looked down at him curiously before it launched back and exploded, Ren's eyes narrowed as a claw sped towards him, he kicked it into the air, the sharpened bone spun above him for a few moments before he flipped up and booted it, a thunderous crack accompanied the blow and it tore through a line of Grimm, and embedded itself in a tree at the edge of the clearing.

* * *

Jaune wrenched his sword free of an Ursa's chest with visible effort when he felt something approach behind him, he whirled around and his sword scraped against the armored chest of the large Ursa he had spotted at the beginning, it almost grinned down at him as it lifted its hand, he back stepped out of the slashes reach and rushed forward attempting to drive his sword through the things arm, it battered the sword away with the back of its hand and Jaune stumbled as his balance was broken, he went with the strike, rolling backwards over himself and sliding to a stop, his eyes widened when he heard a beowolf pounce at him and then something slid in front of him.

Jayce slid back a few meters as the beowolf's claws slammed against his weapon and he grit his teeth when the creatures jaw descended on his shoulder, pain ripped through his arm and a shout of pain tore from his throat, he slammed his uninjured arm into the creatures throat but it held firm it attempting to bite through his arm.

Black swirled at the edge of his vision as his mind began to fall into unconsciousness, he grabbed his weapon tightly and ground his teeth, staving off the black for a few extra seconds, the weapon liquefied the liquid position itself against the beowolf's chest, the black sped towards the centre of his vision and he forced the metal into the first shape that came to mind.

He didn't register his own spear going through the left side of his chest as the beowulf dissolved above him and he fell backwards, Jaune jumped to his feet and pulled the weapon free before Jayce hit the ground, his body glowed as his aura began stitching the wounds closed and Jaune widened his stance and glared down the spiked Ursa.

The creature rushed towards him and he launched forward, the ursa lifted its claw and Jaune planted his foot as he shifted into a slash, he dropped his arm and grit his teeth, he need to cut through the damned armor, he just needed to be one second faster, his eyes narrowed on the point between the creatures neck and shoulder, he felt his shield arm lift, and the creatures attack slammed against it, forcing him lower into the ground and he let out a shout as he sprung up and brought the sword across, the ursa head flipped back with the force of the strike and the body fell to the side.

* * *

Glynda arrived and finished the remainder of the horde, Jaune didn't know when Midnight had walked over to Jayce, the faunus boy watched his friend with unconcealed worry covering his face, he checked the wounds, they were at least all closed, he was likely just out because of aura exhaustion.

But that meant Jayce was awfully close to dying and some people often didn't wake up from that state, team RWBY arrived soon after and Yang rushed over to where Midnight sat staring down at his friend unblinkingly, she mistook the blankness of his face for disinterest.

She glared at him and stepped forward grabbing his collar and hoisting him into the air "What's with that look?!" She growled at him

His eyes barely shifted to her, like he was simply too exhausted to do anything, his mind had already played out every scenario and he couldn't find the right words to say in any of them "I know this is my fault, I shouldn't have been baited by Cardin, I should have been here from the start, Glynda wouldn't have had to collect them if I ignored them."

Yang froze slightly as the boy's voice broke "I know it's my fault, I know. I'm sorry. I'm so sorry." She released him in shock and he sank to his knees, his face buried in his hands.

Yang glanced down at Jayce and she took a deep breath, she steadied her voice "It'll be fine, he promised he wouldn't die. I have faith in him." She nodded resolutely and turned on her heel abruptly to get out of the medical teams way as they loaded Jayce onto a stretcher to carry him back to Bullhead.

Ruby watched the group leave and moved to Midnight's side, she helped him to his feet "I don't think Jayce would blame you for this." She voiced honestly.

Midnight turned his gaze to her "My best friend could die at any second, I shouldn't have asked him to join the team, I could have done more…I _should_ have done more."

She squeezed his shoulder reassuringly "He's not dead yet," She pointed out "He'll bounce back, you'll see. Then he'll chew you out for being so depressing."

A weak smile found its way onto Midnight's face and his eyes came back into focus, it was slight, but it was there "He always enjoyed that," He chuckled "You're right. Jayce will be fine. He's _way_ too stubborn to let something as stupid as Aura Exhaustion kill him."

It was a little forced, but Ruby took solace in the fact that he was being positive about it, she just hoped Jayce really did bounce back.

* * *

 **A/N: I do hope this doesn't feel too forced, I've been talking to a friend of mine about these OC's and he was asking about Jayce and I told him I plan on focusing a few chapters on all the characters in the show to properly flesh them out and things like that, how do the rest of you guys feel about this? Would you prefer me to branch out and write more from the other characters perspectives? Or do you want me to stick to the way I was writing before and just focus on Midnight and his interaction with the others, personally I want to spread the focus around a bit more, but some of you may prefer it the other way.**

 **So feel free to tell me what you think and I'll see you guys in the next one, peace!**


	10. Chapter 10

**A/N: Okay, so I'm aware this story took a bit of a nosedive into a darker tone, but I think the reasoning of the characters more than explains it and it is going to continue at this tone for a little while longer (This chapter.) But since I have absolutely no idea what any of you think about this, I have no idea how this is being received so I'm just going to sleep in my bed the way I made it. Hope you enjoy!**

* * *

Midnight wrung his hands nervously, the medical wing of Beacon was quite high tech, the thought should have given him some moniker of comfort.

Instead it just made him feel worse, what could possibly be taking so long if it was just simply Aura Exhaustion? So he waited in the hallway, quietly, his face betrayed none of the conflicting emotions roiling in his system.

He questioned his position as a team leader, he questioned his own ability. He was angry at his own negligence, he should have been closer, should have taken Jayce's training sessions more seriously, he should have done _more_.

What had he been working the majority of his life for if he couldn't even protect one of his friends?

A quick beep snapped him free of the thoughts and he glanced down and removed his scroll from the breast pocket of his coat.

"Hello?" His voice was surprisingly level, all things considered.

"Heya kiddo," Qrow greeted normally "I've been informed your teammate ran into a spot of bad luck."

"I'm still waiting for the doctors to confirm it, but I think it's just Aura Exhaustion." Midnight relayed levelly.

"How are you holding up?" Qrow asked casually.

"I'm…fine," Midnight hesitated momentarily "Jayce will be fine."

"Hm," Qrow hummed, Midnight could picture him leaning back in a chair, thinking for a moment about how to continue "Did I ever tell you why I work on my own?"

"No," Midnight answered truthfully, slightly curious edging into his tone "I never really asked either."

"Do you want to know?" Qrow asked simply.

Midnight paused, he glanced down the hallway that spanned either side of him and let out a breath "Yes."

"With my experience, I could lead a team, be a teacher. Hell I could pretty much to any hunter related job on the planet," Qrow explained quickly "You can call it whatever you want, but I call it fear. I'm _afraid_ of leading my own team, I saw what it did to Tai when Ruby's mother died. You have the shoulder the responsibility that the people you lead can die, you are looking after a lot more than the life of just yourself and if that happens. _You_ are the one that needs to tell family, spouses and friends what happened."

"Am I….Am I really cut out to be a hunter?" Midnight voiced his greatest concern and held his breath as Qrow let out a sigh.

"That's not something I can answer is it," Qrow replied "You've always had the choice to back out, if it's too hard, if you freeze up. Hunter's lose their nerves all the time. But I believe you have the _potential_ to be a great hunter, I believe it the day I found you in the forest and I believe it now."

"But I…I let this happen," Midnight leaned back, his head brushed the cool concrete wall behind him and he closed his eyes "I should have been faster, better. I could have been there, I could have prevented this."

He could actually hear Qrow shrug and he nearly chuckled at the thought "Maybe, but you weren't there. You might have been able to prevent this. But from the reports I received, he put _himself_ in the firing line for someone else. He's not all the different from you, you got three beowolves to chase you and ended up injured and exhausted to protect someone else."

"I got distracted," Midnight exclaimed hopping to his feet, he paced around irritably. "I was baited into a stupid fight with some asshat _child_ in my class. That decision, that recklessness put Jayce in _this_ situation. Glynda was slower to arrive because she had to escort them back to the damned bullhead because _I_ nearly knocked all of them out completely."

"If I can't keep my head, if I fall victim to every stupid little thing, I'm not cut out to be a team leader at all am I? I'll just end up hurting anyone who comes under my command!" Midnight stopped and took a forceful breath, reigning in his voice.

"I only have one question for you," Qrow lead with levelly "When Jayce wakes up, do you believe he will quit?"

Midnight hesitated, it was Jayce's first real mission, his first real combat experience and he'd fought _well_. Qrow was correct, his injury came from protecting Jaune, he didn't turn tail and run the moment the Grimm horded, he stood shoulder to shoulder with other hunters.

He'd fought.

"No, I don't think he will quit." Midnight answered honestly.

"So, it looks to me like you've got two options," Qrow continued calmly "You can quit yourself, back out, leave being a team leader to Jayce or someone else. But do you honestly believe he'll be safer without you around, you who holds the safety of your teammates over everything else. The second choice is to learn, take this experience and use it, don't make the same mistakes, don't get baited into reckless fights. You can use this to become _better_."

Midnight caught movement out of the corner of his eye, Yang and Ruby were walking towards him slowly as a doctor emerged from a room down the hall opposite him.

"Yeah," Midnight voiced as he took a breath "Thanks."

"You're welcome," Qrow replied casually "Although you ever make me get sappy like that again I'll deliver onto you a swift kick in the ass, understood?"

"There he is, thought I'd lost you for a minute." Midnight quipped, despite himself a small grin appeared on his face, Qrow hung up and Midnight pocketed his scroll.

The doctor and the group arrived near him at the same time "Like we had originally thought, this is just Aura Exhaustion, the worst seems to have passed and he should make a full recovery."

Midnight and Yang visibly relaxed, Ruby smiled in relief and placed a hand reassuringly on both people.

"That being said, he will likely be out for a couple more days, he needs to rest properly and we will monitor him closely to be sure nothing bad develops."

The doctor moved a clipboard beneath an arm and Yang shifted "Ah, is," She took a breath and the doctor raised a brow at her inquisitively "Is it okay if we see him?"

The man's features softened "Of course." He inclined his head calmly and moved away swiftly.

"You go first Yang," Midnight voiced simply "Keep an eye on him for me."

Ruby frowned "Where are you going?"

"There are things I need to take care of," Midnight replied levelly "Yang, keep me updated."

The blonde nodded her head, color already returning to her face at the news Jayce would be okay "Sure."

"I'll stay with Yang," Ruby voiced with a shrug "Already made the walk over here."

Midnight nodded and turned on his heel, quickly exiting the medical wing.

* * *

Midnight entered the training room he and Jayce used, he stood in the center and breathed deeply then looked around, he noticed something resting against one of the benches and walked over to examine it.

It was a simple staff, a smooth section of round metal and Midnight chuckled to himself as he twirled it "So that's why he didn't seem completely inept with his weapon."

He held the staff firmly in his left hand as he walked over to one edge of the room, a small monitor was attached to a thin stand, he hit the screen lightly and the thing blinked to life, he slid his scroll over the screen and the two objects beeped, he placed his scroll back in his pocket and slung the staff over his shoulder.

A set of scores appeared in front of him, the room functioned as a sparring arena and a simulation room, the monitor allowed the user to select a number of predetermined situations, most involved combat with Grimm, but there were some to teach techniques used for fighting off robotic adversaries as well as human opponents.

The simulation would cancel itself if you took was what determined as 'lethal damage', so a blow to any vital areas would end the mock battle and you would be counted as 'dead'.

He scrolled through the simulations and found what he was looking for, in the center of his screen was simulation seventy-five, it was a horde simulation he was quite fond of running, the simulations had scores based on clear time, aura use and enemy type. It was a nice way to have friendly competition among hunters and it worked as an incentive to train to hold those scores. So the name of the top scorer would display when you selected the simulation.

 _Jayce-82 495_.

He chuckled at the score in front of him, he hadn't run the simulation in awhile, he didn't really need to since nobody ever really tried to take his score off him.

Well until now.

He selected the simulation and the thing prompted him with an 'Are you sure' message, which he immediately confirmed, he took another breath as a robotic voice began the fight with a small countdown.

He spun when he heard a growl and launched the staff like a spear, it embedded into the simulated beowolf's chest and he launched forward, he slammed into the creature and they both toppled over, he drew the staff and spun, slamming the thing down on another creatures head.

* * *

If Ruby had of been made aware that that small conversation with Midnight was the last she was going to have with him for two days, she likely would have gone about it a little differently.

But as it stood Midnight became somewhat of an enigma after they received the news that Jayce would be making a full recovery, they saw him at breakfast and she's occasionally catch him for a few words at night, but he was always tired and unfocused when talking to her.

Which would have been fine, if their date that wasn't actually a date hadn't been that day, her face maintained a rarely seen scowl as she walked behind Blake and Weiss.

Blake would occasionally through glances back towards their younger team leader, but other than that neither of her teammates said anything.

"How long is this spying going to take?" Ruby complained as they approached the docks, the little patience she did have beginning to run thin at the smell of old fish that permeated the air around them.

"It's _welcoming_." Weiss practically hissed at her.

"It's spying!" Ruby exclaimed, arms flying about herself animatedly "It's spying, we all know it's spying stop telling us it isn't, It's not against the rules to look at your competition anyway."

"But if they _know_ is spying they won't be as open about things!" Weiss snapped at her.

"Well, if it was me, I'd be hiding something anyway, showing all your cards so long before to tournament could be disastrous." Blake pointed out, she hopped up and balanced along the railing that separated the sidewalk from the water.

"Be that as it may, I still wish to learn all that I can before the tournament begins, besides this gives _all_ of us an advantage." Weiss retorted flatly.

"I don't want whatever information you get," Ruby shrugged "I prefer to play my battles by ear anyway."

"I don't think that expression really works in this case." Blake noted

Ruby made a sound in the back of her throat and threw her body around in annoyance "I fight my battles as they happen, being reactive is a trait in every good huntsmen, or huntress." Ruby nodded to herself approvingly.

"So, when the guy they like suddenly disappears, how would a good huntress react?" Blake asked, an amused expression on her face as she eyed Ruby.

"I'm not entirely sure," Ruby trailed off "Oh, right. Badly! What am I-we not important enough that he can't even just let us know if he'll be coming at all?"

She was aware they heard her trip, but they didn't call her out on it "You know, I can't wait for the day _you_ like someone I'm going to-"

"Hey stop that Faunus!" Ruby cut off at the shout and glanced towards the source of the disturbance, a young boy with tanned skin, an open white button up shirt and jeans was racing along the deck of a boat that had just pulled in, a golden tail swung around behind him matching his equally gold hair.

He landed atop a street light and swung around, dangling himself upside by his tail and crossing his legs leisurely as he peeled a banana.

"You no-good stowaway!" One of the crew shouted after him.

"Hey, I'm a great stowaway, that's why I didn't get caught!" He shot back with a laugh as he took a chunk out of the fruit in his hand.

"Should we uh, intervene or something?" Ruby asked, watching the scene unfold, the banana peel was dropped on one of two cops that had approached.

"He seems…harmless enough," Blake voiced carefully watching him jump down, she hopped off the ramp and stood beside Ruby as the boy darted passed them, in the middle of his sprint he turned and looked at her, she tilted her head at him and he winked, then he had passed her.

"You know him?" Ruby asked

Blake shook her head.

"Why'd he wink at you then?" Ruby asked curiously.

"Who knows." Blake replied simply.

The silent girl watched the boys retreated form for a few more seconds, her elevated heart rate wasn't due to something as silly as him _winking_ at her, even if the action, was odd. It was just surprising, that's it. Surprising.

Ruby eyed the black haired girl with a smug grin on her face, Blake half glared at her "What?" She demanded.

"You know, I really didn't take you for a 'love at first sight' type, but I guess sometimes it gets everyone." Ruby shrugged.

Blake's eyes widened and her face colored slightly "You think-That's not-You don't, I don't even know him!"

Ruby placed her hand on Blake shoulder and shook her head understandingly with a slight nod "Sometimes, the body just wants what it wants."

Blake eye twitched, so this was what Ruby had been meaning to say before, it was fine, it wasn't like she was _ever_ going to see the strangely handsom…. _strange_ monkey faunus again. She curbed her mind ruthlessly as turned on her heel and walked away.

"You're not done are you?" Weiss asked, glancing at Ruby who was grinning mischievously and rubbing her hands together.

"Not. Even. Close." Ruby chuckled almost darkly.

Weiss made a mental note to continually support Ruby from that moment on, especially if she _ever_ ended up with a crush, they set off after Blake quickly.

At the end of the street, the windows of a dust shop were shattered, police lines sectioned off a piece of the street, Ruby and the rest of her group approached slowly, curiously looking around.

"They left all the money again!" The irritated voice sounded from inside, an officer stormed onto the street and ran a hand through his hair.

"It doesn't make any sense, it's the same MO as all the others, but who the hell needs _that_ much dust." A second officer questioned aloud.

"Only a few organizations, maybe the atlesian militaries strapped for cash," One scoffed sarcastically "I think we have a pretty good idea."

"White Fang then?" The second nodded his head.

"I don't get paid enough for this crap," The officer that had been inside complained as he leaned against his car and sighed "Just once, I'd like to work a normal robbery, guy uses gun to take money, we find guy. Done."

The group continued passed the scene silently "That looks like that Torchwick guys work to me." Ruby voiced simply as she cast a glance behind them.

"If the Police think it was the White Fang they are probably right," Weiss shrugged "I wouldn't put it passed the group of degenerates."

"That seems a little uncalled for," Blake cut in irritably "Ruby saw the man's work with her own eyes, I'd take her word over some officers speculation."

"No offense Ruby, but I don't think you would have had a lot of time to investigate the scene of said crime while you were stopping the robbery." Weiss pointed out

Ruby shrugged "Why would I take offense from that? Your right, I didn't look around and I didn't go back, but I am telling the truth when I say that looked like Torchwick's work."

"I doubt the police would blame the terrorist organization without some form of proof." Weiss voiced simply.

Ruby glanced at Blake, the black haired girl seemed to be struggling to keep a hold of her temper as she glared at the heiress, Weiss to her credit, didn't seem to notice the scalding glare that was being sent at her.

"Still doesn't guarantee it's the White Fang, it seems too convenient," Ruby pointed out "Why would they come here?"

"Exactly, The White Fang is hardly a group of terrorists, they are just a collection of misguided faunus." Blake nodded glancing at Ruby.

"Misguided?" Weiss stared at Blake as if she'd grown a second head "They want to wipe humanity from the face of the planet!"

"Then they are _very_ misguided." Blake retorted bitingly.

"You realize you are defending an organization that hates humanity don't you?" Weiss asked eyeing Blake in surprise.

"You say that like humans have never done anything worthy of _being_ hated." Blake snapped at her.

Weiss recoiled slightly "Where is this coming from? I only call things as I see them, The White Fang are a bunch or murderers," Blake grit her teeth "Thieves," Her amber eyes narrowed "And criminals!"

Blake stepped forward and grabbed Weiss by the collar "Did you ever stop to think _why?!_ Maybe we are sick of tired of being pushed around by you high and mighty _humans_." Blake's eyes widened and she released Weiss as the anger subsided and shock took its place, she glanced at Ruby who was just openly confused, then she looked back at Weiss.

The girl seemed hurt, her brows furrowed in the center of her head and her mouth hung open, Blake took a step back, she glanced between the two and Ruby realized a moment too late that she planned to run.

Then the two were left alone on the side of the street.

"Well, she did _not_ seemed pleased." An unfamiliar voice noted, Ruby jumped half a foot in the air and let out a scream, latching onto Weiss in shock, the pair looked at each other for a moment before Ruby detached.

"Oh, I am sorry, I did not mean to scare you." The voice belonged to a small girl, only a little bit taller than Ruby with short curly orange hair. She had bright green eyes light skin and her face was dusted with small freckles.

She wore and old-fashioned blouse with short feminine overalls, a black and green collar and matching black and green stockings.

"Psh, scare me?" Ruby waved off "Please friend, You'd have to try much harder than that."

The girl rushed forward quickly and Ruby leaned back as she pushed her face forward "What did you call me?"

"Um?" Ruby responded unsurely as she glanced at Weiss, the white haired girl shrugged in confusion and shook her head.

"Friend," The girl elaborated "You called me friend, am I really your friend?"

Ruby glanced at Weiss again, the heiress shook her head violently.

"Uh, yeah, sure…why not." Ruby shrugged with a small nervous smile.

Weiss face palmed behind her with a sigh.

"I'm Ruby, this is Weiss." Ruby introduced sliding out from under the girl to stand beside her teammate.

"Oh, my name is Penny." The girl introduced politely "Nice to meet you."

"Likewise," Weiss and Ruby sang in unison, although Weiss was more than a little sarcastic "Is there something you needed?" Weiss asked afterwards.

"No, I am just getting my bearings in the city before I fight in the tournament." Penny replied kindly.

"Wait, the tournament? You're a fighter?" Weiss asked in confusion.

"I'm combat ready." Penny answered almost boastfully.

"As much as we'd love to stay and chat, we actually have to go find our teammate who just ran off." Ruby cut in quickly "Would you please excuse us?"

Penny nodded concisely and turned quickly to walk away, Ruby pushed Weiss in the direction they had seen Blake run off.

"Ruby I hardly think this is necessary, you heard her just as well as I did." Weiss voiced stubbornly planting her foot, the smaller girl slipped and hit the ground with a heavy thud.

"No, I heard what she said in a moment of anger in an uncontrollable burst," Ruby responded flatly as she got to her feet "As team leader I want to hear the entire story before I make any judgments."

Weiss huffed and strode passed Ruby "What's left to judge?"

"Weiss." Ruby sounded warningly.

"The innocent don't run Ruby." Weiss replied flatly.

"They do if they have no other choice," Ruby retorted resolutely "And you drove her straight into that corner and as your leader I _order_ you to help me find Blake and hear her out."

Weiss stared down at the younger girl in surprise "Fine, but it won't just be that simple, Vale's a large city, we are going to need some help."

Ruby removed her scroll "I'm already way ahead of you." She voiced as she hit the first contact on the small list of people she was going to call.

Midnight started when he heard his scroll ring and he rolled off the bench he had been resting on and hit the ground with a thud, he looked around himself in slightly confusion as the location and events leading up to now slowly came back to him.

He had taken a short break from training and passed out, he let out a yawn as he rummaged through his discarded coat, he removed his scroll and answered it.

"Yeah?" He asked tiredly.

"Were you asleep? At three o'clock?" Ruby inquired through his scroll.

"I haven't slept in two days," Midnight growled irritably "Give me a break."

"Forget it, you can explain it later," Ruby responded, he could almost picture her shaking her head in surprise "I need your help to find Blake, she and Weiss got into an argument and Blake said something…we don't know the whole story, so we want to find her."

"You found out Blake was a faunus?" He blurted out, his tired mind taking a few seconds too long to activate his filter.

"Oh," Ruby sounded as if it were incredibly obvious "She does like tuna a lot."

Midnight sighed, of all the things that could have been said to confirm Blake's faunus heritage, that was the last one on his proverbial list.

"Okay, I'm on my way." Midnight agreed as he grabbed his coat and slung it over his shoulders.

"Great, we are going to start looking now, I'll update you with our coordinates every few minutes so you can find us." Ruby voiced simply.

"Got it." Midnight nodded as the girl hung up, the scroll beeped a few moments later, they were around downtown vale, he ran his thumb along his jaw in thought as he slipped into his coat.

He hit the combination on his locker and heard it land with a loud thud, he exited the arena and grit his teeth and shook his head against the heaviness of his eyes as he retrieved his weapon, he glanced towards the medical wing for a moment, he slid his weapon over his back and it's hilt rested against his right elbow.

Yang hadn't left Jayce's room much, only to go back to the dorm to sleep because they wouldn't _let_ her sleep in the same room and she'd eat breakfast before she returned to Jayce's room.

He squared his shoulders and took a breath before setting off.

* * *

"Blake, Weiss and Ruby ended up going into the city to 'welcome' as Weiss puts it, some of the new tournament contestants," Yang explained eyeing the peaceful face of her still very unconscious boyfriend, at least color had returned to his skin, she didn't know if he could hear her, but it gained some comfort feeling like he did "Really she's just going to spy."

She squeezed his hand lightly and she felt the muscles beneath her fingers twitch slightly in an unconscious squeeze, she grinned despite herself "Midnight's been kind of MIA since we found out you'd be okay, I don't really know what he's doing, but I know he isn't sleep well. He's never looked worse…Maybe he's beating himself up, you need to hurry up and wake up to set him straight, he's gonna hurt himself you know?"

For a long moment silence reigned over the room "I'm not _that_ much of a child." Yang's head snapped to the door and Midnight stood in it, completely geared for combat, his usual coat resting squarely on his shoulders, his right elbow leaned on the hilt of his sword. The fingerless gloves he always wore, she knew from experience that a great number of knives were folded within that coat "Something happen?"

"Blake's run off, apparently she and Weiss had an argument," Midnight hesitated a moment "Blake's a faunus Yang."

Yang's eyes widened a moment "I don't know how she'd feel about me telling you, but I already let it slept to Ruby, which means she's probably already told Weiss, so I thought you ought to know as well."

"Well, have you _seen_ how much tuna she eats?" The pair snapped to the voice, Jayce had the widest most shit-eating grin on his face Midnight had ever seen in his life.

"You're hilarious," Midnight shot at him tightly "It's good to have you back."

Jayce inclined his head slightly "It's good to be back, but what are _you_ doing here? I don't get my heartfelt reunion with Yang now."

"Yeah, I'm sorry I worried about you already, you'd think this would humble you at least a little." Midnight snapped at him, already looking a little more alive.

"Sorry to disappoint you, but you're stuck with me _just_ the way I am," Jayce narrowed his eyes on the faunus boy "More importantly, you blew off the date you set up with Ruby didn't you?"

"Well, I can't really blow off a date if it never…actually…became, a…date." Midnight replied brokenly, turning his head to the side slightly.

"Yang, please punch him for me." The buxom blonde rose to her feet and lifted her fist menacingly.

"Look, I'll salvage it okay, I'm going, I'm going." Midnight defended quickly as he moved to leave "How'd you even know what day it is?" He questioned curiously.

"Someone's been kind enough to keep me updated," He shot a meaningful glance at Yang and the girl colored slightly "Now do you want Yang to punch you?"

"I'm going!" He exclaimed quickly and left, darting out of their line of sight and closing the door behind him.

Yang stood rigidly still for a few moments "So you…heard huh?"

Jayce turned his eyes to her and grinned "Yeah, I heard something's." Jayce admitted "I kept my promise."

Yang nodded, she relented and launched at him, slamming into him with a light thud and gripped his torso tightly, he grunted by didn't protest, he brought his arms around the blonde and held her tightly a small grin appeared on his face as he nuzzled into the top of her head "I'm so, _so_ sorry I worried you." He whispered urgently, she shook her head.

"It's okay." She replied, her voice wavering slightly.

He pressed a light kiss against the top of her head "No, it's not, I don't want to worry you like that. I can't say I'll be staying out of danger, but I won't ever be so reckless again."

She nodded silently against his chest, refusing to speak.

"Oh and Yang?" Her head lifted in curiosity.

He grinned widely "I love you too."

Her eyes widened and her face slowly began to dye red, from her neck to her ears, he leaned forward and pressed a light kiss to her lips, she sat frozen in front of him for a few more seconds, eventually her brain seemed to reboot and she shook her head quickly.

"That means you heard _everything!_ " She shouted, she would have leapt out of the bed and ran away from him out of sheer embarrassment, but he locked her to his side with a quick turn and a tight grip.

She squirmed against the hold for awhile before she settled down, he leaned his head against the top of her tiredly, he was beginning to go fall back to sleep when she called his name.

"Jayce?" She began nervously, she rung her hands in front of him an action he could barely notice.

"Hm?" He hummed.

"I mean it you know, that I love you." She voiced slowly.

He pressed another light kiss to the top of her head "Yeah, I love you too." He nuzzled against her "More than I think you realize."

That seemed to sate her and he fell asleep after a few more moments of silence.

* * *

Blake paced the street she was currently on, she had no idea where she had run too, she had just kept going at full speed until her legs had screamed at her to stop, leaving her wherever it was she was now, she looked around herself, trying to find some kind of recognizable landmark she could orient herself with. She found none and she grimaced, her hand trailed over her hair to the bow still nestled atop her head, she undid it in a quick motion and sat down on the curb, feeling more than a little defeated.

She could go back, explain herself, hope that they'd all understand, she wasn't an optimist. All the variations of that idea ended with her ousted and headed straight for the nearest prison. She ran her hands over her face and sighed in irritation.

So, she was just going to run away again? Just escape and leave everything behind, trust that somehow everything would work itself out.

"I knew you'd look better without the bow," She shot up in surprise and her head snapped up, perched on the street light above her was the golden haired boy from earlier, he stared down at her with a mischievous glint in his eyes that she couldn't quite place, he dropped down and sat down, he pet the ground beside him "Sit."

She glared at him, but relented plopping down heavily, she wasn't nervous, her heart wasn't racing over something as stupid as sitting next to this strange, handsome faunus who she didn't know.

At this point she was too tired of her own mind to correct it, she glanced at him, he _was_ handsome at least, she could admit that much "Who are you?"

"Sun, Sun Wukong," He introduced with a mock flourish and slight bow of his head "And you milady?"

"Blake." She replied concisely, refusing to be drawn in by the flirtatious tone.

"You got a last name?" He asked, shifting his tone to what she assumed was how he usually spoke.

When she didn't answer he continued "If you don't tell me I'm gonna call you kitty."

"Belladonna." She answered quickly, shooting him a glare.

"So, why are you sulking here instead of with your two little teammates?" Sun asked quickly, quickly gathering she wasn't the type to beat around the bush, so if he wanted straight answers he'd have to ask straight questions.

"I'm not sulking." Blake defended quickly.

"Look you seem like the type that is always a little sulky, but I can tell when someone's really upset. You aren't going to be able to trick me and I doubt you'll outrun me." Sun returned in explanation.

"We…had a fight." Blake answered with a sigh, eyes locking on something across the street.

"What about?" Sun asked

"The White Fang." Blake answered flatly.

"Hm? You a spy or something?" Sun asked

"Ex-member." Blake replied

Sun's eyes widened "Wow, I thought I'd be way off, but I'm not too far."

"I not a spy," Blake hissed at him "I was once a member of the White Fang, until very recently I was with them."

"What happened?" Sun asked

Blake sighed, fighting with the confliction she was feeling, she was going to tell him, she was going to _confide_ in someone for a change, she needed help. There was no way around it, she _needed_ help.

"When the war ended, The White Fang rose up as the voice of our people, we were supposed to be treated as equals, it was supposed to be an era of peace," Blake began slowly "But we never were, humans still treated the faunus like animals and the White Fang became the organization that shielded us and I was right there," A wistful smile appeared on her face "I was at the front of every protest, every boycott and I even thought it was making a difference." The smile disappeared and her eyes narrowed "Then a while ago our leader stepped down and a new one took his place, a new leader a new way of thinking."

"The White Fang became a terrorist organization," Sun nodded his head, piecing it together "Then you left?"

Blake nodded "After a while, I decided I was not going to use my skills to aid in their violence, I decided to become a Huntress although I had a _little_ help with the decision when I was younger," She almost chuckled at the memory of the first time she'd met Midnight "I'm going to make humans see us as equals, not with fear, but with respect."

Sun smirked "That's quite admirable."

Blake shrugged "What's that saying about best intentions? I'm still a criminal, I hide in plain sight thanks to this little black bow. My own teammates didn't know I was a faunus until today."

"Are they the type to care?" Sun asked

"No, maybe. I don't know!" She exclaimed jumping to her feet and pacing around, Sun rose himself and leaned against the street light "So, what started the fight?"

"I fell back into old habits, The White Fang I defend was a voice of peace, it was a shelter and a _home_. It wasn't this terrorist organization," Blake voiced disdainfully "But I already ran, why would anyone believe someone who runs away so easily?"

"I think you just need to explain it properly," Sun shrugged "From what you've said, from how you look now. You _want_ to be around them, am I wrong?"

Blake shook her head "There's something I need to do first."

Sun lifted a brow "Back at the street, a dust shop had been robbed, the money was left but all the dust was taken, I can't accept that it was the White Fang."

Sun tilted his head "Well, the only way to know for sure, would be to go to the place they would go if they _did_ take…and not find them there, right?" He frowned as if aware there were a million ways he could have worded that that would have made much more sense.

Blake tilted her head "I don't have any better ideas, but I have no idea where that would be."

"While I was on the ship, I heard some of the crew talking about a _big_ shipment of dust coming in from Atlas." Sun voiced with a grin.

"How big?" Blake asked

"Huge," Sun replied "Huge Schnee Company freighter."

Blake retied the bow, ignoring Sun's whiny protest, he quickly quieted when she gestured for him to lead the way with her head, he set off and she followed after him, the pair taking to the rooftops.

* * *

Ruby and Weiss had long since split up to cover more ground in their search for Blake, Ruby headed back towards the docks and Weiss heading into the opposite direction, the small girl just hoped the heiress calmed down a bit before they found their silent friend.

Ruby bumped someone as she moved "Sorry." She uttered quickly as she continued on.

"Is there something wrong?" Ruby turned to the familiar voice, Penny stared at her curiously and Ruby sighed.

"No Penny, nothing's wrong." Ruby replied calmly.

"You're heart rate spiked, I can tell you are lying." Penny pointed out calmly "Do you not want me to know?"

Ruby rolled her eyes "It's not that, do you remember Blake?"

Penny tilted her head.

"Black haired girl, about this tall, black bow onto of her head?" Ruby listed quickly, holding her arm at about Blake's height.

"Oh, the faunus girl?" Penny asked

"Yeah," Ruby frowned, how did everyone already know about that? She'd only told Weiss, she shook the thought away "Well, it turns out she might have been who we thought she was."

"Huh?!" Penny gasped in alarm "Is she a man?"

"What? No." Ruby frowned "We..We don't know what she is."

"You count me among your friends right Ruby?" Penny asked

Ruby nodded.

"Well, I do not have a lot of friends, but I did, I would want them to tell me things." Penny reasoned with a nod.

Ruby sighed, "Me too Penny, me too."

* * *

Sun landed atop one of the many warehouses that lined the docks with a light thud, he glanced down at the low form of Blake "Did I miss anything?"

"Not really, they unloaded all the crates, now they're just sitting there." She gestured in front of herself vaguely.

"Cool, well, I stole you some food." He announced holding out an apple.

She glared at him "Do you always break the law without a second thought?"

"Hey, weren't you in a cult or something." Sun retorted playfully.

She glared at him a little harder "Right, too soon." He admitted quickly, he glanced up as a Bullhead flew over the top of him and he dropped down quickly, pressing his chest against the roof as it landed.

He didn't need to hear Blake's quiet curse to recognize the logo of The White Fang.

"You really didn't think it was them?" Sun asked

"No, I'm not surprised which means I always knew," Blake began quietly "I just _really_ wanted to be wrong."

"Alright you animals, would you hurry it up? We aren't exactly the most inconspicuous of thieves at the moment, I'd like to be out of here quickly." Blake's eyes narrowed and Sun's head snapped to the voice, the _very_ human voice.

"The White Fang wouldn't?" Sun began slowly

"Ever work with a human," Blake finished strongly as she got to her feet " _Especially_ one like that."

Sun moved to stop her but she had already dropped down, he paused and peeled one of the banana's he had stolen and leapt onto one of the containers across from him, keeping low and out of sight as Blake advance on the ground.

Blake paused and took a deep breath, her eyes narrowed on the white suited humans back and she darted forward, she kicked his knee forward and he fell onto it heavily, before he could move further she placed the edge of her blade at the man's neck.

"Smooth Blake," Sun whispered to himself as he hastily consumed the fruit from his perch "Did you think I'd just watch?" He voiced afterwards, although he didn't know why he bothered saying it aloud.

"Brothers of the White Fang why are you aiding this… _scum?_ " She questioned, eyeing the faunus around her, she pulled her bow free and the thing sailed through the air, revealing the two small cat ears resting atop her head, they twitched slightly as they came in contact with the cool night air.

The human chuckled "Oh, kid didn't you get the memo?" He asked

"What are you talking about?" Blake hissed at him.

"The White Fang and I are going in on a little joint business venture together." The man explained, his cane rested at her feet, she glanced down at it in surprise when she heard it click and he feet were blown out from under her, she slammed into the side of a container and grunted, the human pointed his cane at her threateningly.

Then a banana peel landed atop his hat, pushing it over his eyes, the man pulled it free and threw it before glaring up at the thrower, Sun held his hands out to either side of himself with a wide grin on his face "This many of you against one girl? Have you no shame?" He asked tauntingly, the human lifted his cane and Sun leapt forward, kicking off the humans back and rolling passed him.

The man straightened his hat and grinned "You are not the brightest banana in the bunch are you kid?"

Sun sighed and placed a hand on his neck as he cracked it leisurely, he glanced at the White Fang members around him for a moment before one rushed him with a sword, Sun turned out of the way of the blow and slammed his elbow into the faunus's jaw, he rolled his body into a spin and the sound of metal clasping together could be heard around him as his staff snapped together in his hands.

He continued in the spin, slamming the staff into one of the nearest attackers and ducking under a sword swing, he planted his palm against the ground and spun like a top, twirling his staff in his other hand, he flipped around planted his foot and kicked off.

He brought the staff around and the human's eyes widened as he lifted his cane, the two weapons clattered together and Sun shifted, bring the staff around in a quick spin, the man deflected the blows deftly and Sun split his staff in the center.

The half split in half and whipped down, the humans eyes widened as he blocked and stepped back, Sun moved forward as the other half of the staff folded into a nunchuck and he spun quickly and brought it across, the human pulled his head out of the way and the Sun spun the weapon in his other hand and brought it down. The man blocked again and Sun grinned, the human ripped his head to the side as a shotgun shell fired passed his head.

Sun continued into a rapid flurry, shots flying from his weapons as he moved, whoever the guy was, he managed to avoid every blow Sun threw at him.

"He's mine!" Blake exclaimed almost savagely as she vaulted over Sun and slammed her sword into the cane, the human slid back a few meters and Blake rushed him, he blocked the quick flurry of strikes and stabbed the cane forward, the weapon caught her in the gut and he shifted and brought it down, the weapon passed right through the center of her head and she darted at him from the left, she slammed her sheath into his side before launching back, his eyes darted around trying to keep up with the cat eared girl, but he only managed to keep any attack that's that would kill him at bay.

He grit his teeth and fired a shot into the ground, the shower of dust caused the girl to falter and he grabbed her by the neck and tossed her like a rag doll, he aimed up the cane as she rolled along the ground, Blake's eyes widened as the round flew from the edge of it.

A sniper shot echoed around the docks, it struck the shot mid air and it exploded harmlessly half way to its intended target, Blake's head snapped to a warehouse a small distance from them. Ruby was crouched with Crescent Rose's scythe extended and planted in the building as a makeshift bipod, smoke exited the barrel in a thin line and the small girl grinned with a nod.

A sound caught Ruby's ear and she turned around, Penny walked to the edge of the building curiously, Ruby's eyes widened and her head shifted from the fight "Penny get back!" She shouted quickly.

A shot rang in her ears and she turned towards the round steadily flying towards her, someone stepped in front of her "Really now, such a rookie mistake isn't like you Ruby." The familiar voice chastised calmly, the round slammed into the side of the massive sword and Midnight's eyes narrowed on the form of Roman Torchwick who was staring up at him, cane still in the position it was when he fired.

"How'd you get here to fast?" Ruby questioned curiously, another pair of Bullheads pulled over the top of them and a few more groups of White Fang exited them.

"I'll tell you later." Midnight replied as he dropped from the edge of the building, he landed with a heavy thud and glared straight at Roman.

"Well, well, so who are you kid?" Roman asked tilting his head slightly.

"I'm just an innocent passerby," Midnight replied with a shrug as he walked forward "I haven't slept in two days," The sentence was punctuated by a loud yawn "So, if you could do me a favor and all rush me at once, that'd be great."

Roman glanced at the group of men around him, he nodded his head quickly "I'll be happy to oblige." The members of the White Fang rushed forward with shouts.

Midnight spun quickly and flicked his arm, two glints of silver exited his sleeve and struck some of the approaching men in the neck, the fell to the ground with thuds, Midnight widened his stance "Blake, is there anyone among the group in front of me you have some sort of attachment too?"

"No, why?" Blake asked in confusion tilting her head slightly.

"Because I don't think I'll be able to hold back." Midnight growled as he launched forward, the force of his launch caused the ground beneath his feet to crack, he rammed the blade through one of the White Fang and withdrew it, blood spattered against his face and he spun slamming the body into the ground as he ducked a sword aimed at his head, he split the his sword and spun the two swords in his hands, a group fired their guns at him and he spun the sword in his hand, deflected the bullets as he spun around, he caught the ankle of one of the White Fang next to him and he flipped around bringing his heel down in a powerful kick, the man slammed into the ground hard.

Midnight's eyes trailed over the group to Roman, he locked the man with a cold glare as his eyes glowed a bright gold.

Roman smirked at him and Midnight paused "As much as I'd love to stick around and chat, I'm afraid it's time we take our leave."

The group around him dispersed suddenly as the Bullheads lifted to the sky, carrying a few of the large containers with them, the White Fang members still on the ground either rushed him or darted for the containers that were open and stepped inside.

He ducked a cut aimed at his head and spun out of thrust, his focus broken he evaded to the best of his ability, his eyes narrowed suddenly and he planted his foot, one sword cut across the neck of one of his attackers, he heard the other launch at him and he dropped the second sword and caught the other by the neck, his face hardened as he glared at the ships flying steadily away from him, his gaze shifted to the man he was currently holding by the neck.

Midnight rolled his eyes at the weak attempts to claw at his grip, the man kicked him in the side to little effect "You think you're so much better than us, with your hunters. It's _all_ going to burn, everything. I hope the boys take _extra_ care of the hood too." He spat venomously, Midnight's eyes narrowed and he squeezed harshly, the man's neck snapped with an audible crack and Midnight dropped him to the ground in a heap.

"Not over my dead body." He growled as he snapped the weapons together and slid it over his back.

The police slowly began to arrive on the scene and Ruby was staring at Midnight in surprise, he sighed.

It was going to be a long day yet.

* * *

 **A/N: Midnight's gone off the deep end a bit hasn't he? Don't worry, he's not gonna stay completely batshit. But I am going to leave it at that now, Volume 1 cannon is officially over, well, technically the next chapter will cover the complete resolution, Blake's explanation and a few other things, but most of the huge things are already done. So I hope you all enjoyed this chapter and I will see you in the next one.**


	11. Chapter 11

**A/N: So, I've been looking at what is known about Aura and Semblances in RWBY and I ended up developing this little headcannon that would actually slot perfectly with my OC so I am going to use it. I'd love some feedback on the idea though. Other than that, I hope you enjoy this chapter!**

* * *

 _"How long has it been, since you have relied on my strength?"_

Midnight opened his eyes, he didn't need to look around to know where he was, the replica of his room in Beacon stared at him, the desk pressed to the wall beside the window, the empty space opposite his own bed for when he eventually filled his team. The small bookshelf he kept at the end of his bed by the door.

"Don't get used to it." Midnight spoke to the empty room and crossed his arms.

 _"Always the false bravado, the pretend confidence._ " The voice was similar to his own, it held a layer to it like it was coming through a metal mask, the wall opposite him cracked abruptly.

He didn't seem surprised, the person that walked into the room was a carbon copy of him in terms of physical appearance, the same golden eyes, although his were a shade or two darker, he wore a steel mask over his mouth and cheeks, it covered most of his face leaving only the slightly glowing eyes, each shining with an emotion Midnight could not quite place, amusement?

The person's clothes were similar, only colored differently, where Midnight wore white, the copy wore black and so on.

"I had thought I'd had you thoroughly locked out." Midnight voiced simply, the room around him gradually began to fall away, the two didn't change positions, just sat in the swirling white around them, suspended by nothing.

 _"Only you could believe something as stupid as locking a piece of yourself away," The copy laughed mirthlessly "You can deny me as much as you wish, but you grew weak. Your resolve faltered and you relied on me."_

Midnight stared at the copy impassively "It will not happen again." He responded flatly.

 _"No, it's too late for that. You allowed me to take control completely, you can't lock me up anymore. You can't deny me anymore," The copy broke into roaring laughter "Your baser instincts have come out to play. I wonder who will be next? Maybe the weak blonde boy? Or the fiery redhead? Who will be the next I break?"_

Midnight's eyes narrowed "You will do _nothing_ of the sort."

 _"Hah, you know so little of me. You know so little of yourself! Did you forget it was my power that has kept you alive all these years?!" The copy extended his hand, a small twister spun around his finger and lighting crackled between his fingers._

The air around Midnight dropped in temperature and fire floated in the palm of his hands "This power is my own, I was not _granted_ my own strength. This is the force I command."

 _"That is the force I allowed you to have, I knew someday, you would have need of the me again. I have bided my time most graciously, wouldn't you agree?" The copy questioned with a grin, flashing elongated canines._

"You're foolish if you believe I would simply step aside and allow you to take control and you're even more stupid if you believe you have the ability to break _anyone_." Midnight returned levelly.

 _"Maybe your right," The copy shrugged "Even my strength may not be enough, but I will force your so called_ _ **friends**_ to the very edge. I will drive them so far into a corner they will be forced to reveal who they truly are, beneath the bravado, the confidence, beneath all the _**lies**_ _people tell the others around them."_

"There is a fatal flaw to your plan," Midnight shrugged calmly, the copy lifted a brow at him in question and he continued "Me. You believe I will allow you to do anything? If it takes a year or ten, I'll put you right back into the little corner you are no doubt familiar with. You _will_ not be making a return."

A flash of fear skirted through the copies eyes, replaced with the amused confidence in an instant, Midnight frowned he'd never seen the copy react to anything he'd said with fear, even if it was momentary.

 _"And so the game begins." The copy chuckled, he and the world around him began to fade._

* * *

Midnight opened his eyes and let out a sigh, the roof of his room in Beacon stared down at him, he rolled over and picked up his scroll the moment the device sounded the alarm that would usually wake him up.

He silenced it with the press of a button and moved to the shower.

It had been years since he had been forced to converse with his copy, although copy was not the right word for the being that he had spoken to.

The copy was his Semblance, as it turned the stories Qrow had read had been dead on, although Midnight was already aware of that, he'd known since he'd run from the Grimm in the woods when he was six.

That had been the first day he'd ever met or spoken to his copy, at the time, it had introduced itself as his most basic instincts, said it kept him alive.

He had believe it as a child, even thanked the copy at the time. As he grew to understand his aura and his semblance he realized the copy was a lot more. Like the Schnee family, his semblance was hereditary, at least as far as he had gathered.

He turned the shower on and sighed, the hot water did alleviate some of the built up tension in his muscles.

Talks with his Semblance had only descended from the first time he had met him, holding true to the persona it had crafted for itself. It reflected his nature like a mirror, always at odds with his decisions, he spared an enemy the copy demanded he end them. He avoided a encounter with large numbers of Grimm the copy demanded he fight them.

A year and a half before he had been assigned the mission to tail the three people chasing Amber. He had discovered that he was able to give control of his body to the other persona, he'd been caught out. Grimm had surrounded him, he had resigned himself to the idea that he was going to die.

He'd have taken any straw that would give him even a minimal chance of survival and when his opposite had simply said.

 _"I can show you_ _ **true**_ _strength."_

He'd readily accepted, when the dust cleared he'd been standing in the field. A few very minor injuries, scorch marks had littered the ground. Ice had clung to the trees in jagged heaps, the smell of lightning had clung to his nose and some trees were toppled over completely as if they had been slammed by hurricanes.

At some point Qrow had arrived, helped him by bandaging most of the wounds and he had gotten a few days off, his Semblance had been strangely quiet after that and he had discovered he had the ability to occasionally manipulate Ice as long as come conditions were met and he had control over fire, but as with Ice. Only when certain conditions were met.

He knew his Semblance could manipulate them completely at will and recently he had managed to curb a few of the requirements. He no longer required the weather to be agreeing with him, which had been the biggest limitation to the ability.

His emotions were his only current limitation.

He gained the ability to use Ice whenever he received an injury, the ability seemed to be directly linked to his defensive survival mechanisms.

Fire was the polar opposite, he was able to manipulate it at will when his aggressive responses kicked in.

Then Qrow had called and reminded him that he could use more than just Ice and Fire. He should have been more aware of himself, as his Semblance got easier to use, he should have been able to feel the lock he had placed over his copy begin to weaken.

That lock had completely snapped when Roman had fired at Ruby.

 _"Don't pretend you did not enjoy breaking the thing that had threatened your precious little friend_."

Midnight's eye twitched in irritation, he'd finally gotten used to being the only one in his head.

* * *

Jayce had been the first to notice something was going on with Midnight, when they were eating he'd consistently get a far off look in his eyes and sometimes his mouth would move as if he was speaking to nothing but the air in front of him.

But when his focus was on conversation he was completely normal, as if nothing had ever happened.

The next thing to come to his attention was Midnight's aggression in both the sparring classes with Glynda and their own personal training sessions. In fact Midnight seemed to be intentionally leaving huge openings, the only issue was he was striking with such ridiculous raw strength it was practically impossible to take advantage of them.

The most obvious change was his eyes, whenever he fought it seemed as if his eyes were glowing a few shades darker than usual, the usual glow was amber, usually quite bright and almost always a confident mischievousness, it was supposed to irritate opponents, make it look as though Midnight was having little to no trouble with their attacks and had proven to be incredibly useful against more emotional fighters such as Yang, who felt as though the look was a silent taunt.

Now the glow was dull, the eyes would narrow and the grin was wider and almost manic, Jayce could have sworn his mouth would draw back just shy of a snarl to flash Midnight's canines, the look was menacing.

Of course, Midnight maintained he was completely fine. Although he refused to tell Jayce any details about the incident at the docks. He'd received the whole story from Ruby and the others, Midnight didn't seem to know. Jayce just wanted confirmation from the man himself.

Which is why he had called a small meeting with the members of team RWBY while Midnight was off doing who knows what because he refused to tell him anything.

The members of RWBY were seated around the room in various positions, Blake was on the bed reading a book, her boy once again placed firmly on her head, although he could tell she was listening.

Yang was leaning against a wall with her arms crossed, she preferred straight forward approaches, except when it came to teasing Ruby about her crush or getting a rise out of Midnight for doing nothing about the obvious mutual attraction the two shared. He was sure she'd rather just tie Midnight to a chair and leave him there till he spilled the beans.

Weiss seemed indifferent, stating that Midnight's business was his own and they shouldn't get involved, although she was obviously curious as to what was going on with the boy.

Ruby was by far the most concerned, apparently she was the most aware of all of Midnight's changes and she didn't like any of them. She was adamant that what happened at the docks "Just wasn't like him."

Jayce actually agreed, Midnight was many things, but he'd never been bloodthirsty.

"So, surely you've all noticed Midnight's been a bit off recently?" Jayce voiced, stating the obvious.

"I don't think anyone would be perfect, given what happened," Yang voiced with a shrug, then she shifted uncomfortably "But I guess I can see why we are having this little meeting."

"He's _completely_ off!" Ruby interjected loudly "He nearly broke Jaune's arm in sparring today, even Glynda seems reluctant to put him in spars and he keeps staring off into space I've even heard him arguing with nothing walking down hallways."

"Oh, you've been following him around sis?" Yang teased unable to let the information slide passed her.

"This isn't the time Yang!" Ruby exclaimed, the reaction curbed the suggestive smile of off Yang's face instantly, her little sister didn't even blush. This was obviously more serious than she was giving it credit.

"It's not just in class," Jayce voiced "He's the same when he's training with me, everything is just off about him. He's vicious…almost savage."

"Could it be something to do with…" Weiss trailed off glancing at Blake "His Faunus heritage?"

Blake didn't seem to take it as an insult "I honestly don't know, he's the only faunus I've ever seen with ears and a tail. It might have something to do with that, he might just have more animal in him and he's having trouble curbing the instincts."

"Do you have to deal with similar things, even on a smaller scale?" Weiss asked, trying to get some sort of base to form a theory on.

Blake let out a sigh "I do, attraction being the most pressing and most difficult to deal with."

Yang glanced at her usually stoic friend, the slight coloring of her cheeks the nervous shifting of her frame "Oh, so you have to deal with real _animal_ attraction." Yang teased.

"Yang," Jayce looked at his girlfriend seriously "I'll tell everyone what happened the night I woke up."

Yang blushed scarlet and pursed her lips, she shot him a glare that wasn't all that threatening and Blake watched the pair of tem with clear amusement, an embarrassed, blushing Yang was rare and Blake's curiosity was peaked. Yang knew her ever silent partner would be on her case now.

She made a mental note to tone down the teasing with Blake.

"You don't think he's just…pent up?" Weiss asked nervously, coloring slightly at the direction of her thoughts.

The group all shared nervous looks "But why would something like that only effect his fighting? Or his arguments with what is seemingly himself?" Ruby voiced in a nervous squeak, cheeks rivaling her hood in color.

"You're right, those two things don't really match up, besides those kinds of issues usually only pop up a few times a year." Blake voiced simply.

Jayce could see Yang struggling to resist making the obvious joke, apparently the blonde brawler gave in and accepted her fate "Oh, so when _mating_ season rolls around we could see a very different side of Blake?"

A book slammed into the wall beside Yang's head and the black haired girl glared at her vehemently.

"Hey Yang," Jayce voiced, the blonde turned to him in slight confusion "I love you." He voiced levelly, watching her color darkly, the ears of every occupant of the room perked up, quickly putting everything together.

"Oh, Yang don't tell me you don't reciprocate?" Blake teased with a wide grin, oh turnabout was most _definitely_ fair play.

Yang spluttered and shot a half hearted glare at him "You already know my response!" She snapped at him, the group laughed.

"Okay, so we can rule out sexual frustration," Jayce closed opened his palm and pulled his finger down, indicating one thing off the list "What else could it be?"

"Maybe he's at that age," Yang voiced "He's trying to find his place in the male hierarchy or something like that, I read a book about it once."

"You read?" Weiss questioned

"Hey, I read sometimes." Yang defended

Weiss stared at her suspiciously "It may have been a documentary." Yang admitted "That I only watched for a few seconds before turning it off, but it still applies!"

"What we know is Midnight seemed fine until Jayce was injured in Forever Fall, that was the moment the weird behavior started. Although from Jayce's accounts he was fine when he visited before the incident at the docks. So something either happened between the him leaving Beacon and arriving at the docks or it was _during_ the incident." Weiss listed objectively.

Ruby's eyes widened slightly "This might be kind of a long shot," The group peered at me "But the first moment I felt something was…off with him, was when he jumped in the way of Roman's shot."

"You mean how he _heroically_ protected you?" Yang through a hand over her eyes and threw her head back dramatically and Ruby glared at her.

Blake seemed to gather Ruby's point "That could be it!" She exclaimed in a bout of noise they were all unused to, she darted to her bookshelf and she retrieved one of the thicker brown leather bound books, she plopped it down on her bedside table with a heavy thud.

Ruby spied the title when she opened it.

 _The tales of Remnant_.

She'd actually read it before, it contained things like the story of the Four Maidens. She'd really enjoyed it as a child.

Blake found the page she as looking for, picked up the book and began to read it aloud.

 _"Of all the tales and stories our world has to offer, one of the most amazing is the story of the Great Guardians, This group was originally formed by what is now known as the faunus race. The men and women of this heroic organization were said to have held the power of the beasts they shared the likeness off, should a person close to them be threatened. They could shed the human intelligence they had in favor of their ferocious base instincts, abandoning their own humanity to keep their loved ones safe._ " Blake finished and looked around the room.

"It's widely considered that as of now, the faunus race isn't as pure as it once was, before the war human faunus couples existed just as they do now, despite the disdain for them they have pretty much always existed. Midnight has both ears _and_ a tail, he might actually be as close to a pure faunus as you could get these days." Blake explained simply

"It would explain his weird behavior you said it yourself Jayce, he's almost savage when he attacks," Weiss pointed out "Maybe he gave into those baser instincts and he calm seem to kick them and they are effecting him in some way."

"They are many kinds of loved one," Jayce admitted "I've been his best friend since we were kids, so when I got hurt that was the first catalyst, the second would be when Roman shot at Ruby from your story he went off the deep end after that."

"But we are basing this of an age of _fairy tale_." Yang pointed out.

"It's the best theory we have." Jayce shrugged "Besides, it all adds up."

"How do you usually deal with your baser instincts Blake?" Ruby asked

"You either ride them out or go along with them," Blake replied with a shrug "Eventually they burn themselves out or you sate them."

"How do you sate something like protection of a loved one, there's too many things that could out the people he cares about in danger," Jayce pointed out "And every time any of us are in danger it will just reignite the same instinct."

"So what do we do?" Yang asked

"I think we just need to have faith that Midnight will figure this out himself," Blake voiced "Any attempts to reassure him will likely only worry him further, I say we keep this between us. If he gets out of control then we try to stop him."

"I agree with Blake." Ruby voiced levelly "If we tell him we are worried about him it might just make it worse."

The group nodded in agreement.

* * *

Weeks passed, more students arrived and Midnight seemed to only get worse, whatever was effecting him started preventing him from sleeping properly, he was tired, snappy and irritable. But they maintained their stance and tried to behave as naturally as possible.

Midnight wasn't a fool, he knew his friends had noticed, ignoring the obvious. They'd have to be blind to not figure out something was wrong with him. But he didn't really know how to explain what was wrong with him either.

Yeah, my instinct materializes as a crazy, murderous version of myself that controls the other half of my semblance and is trying to drive me insane so he can take over my body.

That conversation couldn't go poorly for him at all, he grimaced at the thought and let his head hit the wall behind him with a soft thud.

 _"You could always just let them meet me." His copy pointed out with a chuckle._

"Shut up." Midnight growled quietly, his scroll beeped and he frowned, he leaned over and picked it up from his bedside table.

 _I've been made, leaving for Vacuo tomorrow-T_

Midnight's eyes widened slightly, when they'd found out the White Fang was behind most if not all of the dust robberies in Vale, he'd gotten in contact with a number of people he knew within the White Fang, more specifically the ones that didn't feel all that great about the organizations new regime.

The information on the upper echelons was still spotty and limited to rumors at best, they knew the basics, The White Fang and Roman Torchwick had begun working together, but everything was incredibly tight-lipped and none of them heard any information that would give him any real advantage.

He sighed and ran a hand through his hair.

 _My teammate and myself will run escort duty, as thanks for all your help._

He didn't get a reply from that, which is what he'd expected. He knew where all his contacts worked and stayed so he could be on hand to assist in situations like this.

They helped him, he'd help them.

He was just glad school was on break so he wouldn't be drawing any real attention to himself by going into the city.

 _Jayce, we've got a rather urgent situation that needs to be dealt with, meet me on the Bullhead platform tomorrow._

He sent the message and leaned against the wall above his bed, his scroll beeped a few moments later and he flipped it open.

 _Understood._

Was the simple reply.

Surprisingly, his copy left him alone that night. Allowing him to get a proper night's sleep.

* * *

Midnight stood on the Bullhead platform, waiting patiently for Jayce to arrive. Other than the black scarf around his neck his appearance remained unchanged, the scarf was simply there to guard against the early morning cold, he pressed the fabric closer to his face and peered around, Jayce eventually rounded the corner and jogged towards him quickly.

Jayce nodded to him as a greeting and the two boarded one of the many Bullheads that awaited to ferry students between the city and the school. They could have taken an Airship, but it was slower and Midnight wanted to be quick, wasting time could prove dangerous.

"So, you haven't told me what we are doing or why?" Jayce voiced as the Bullhead doors closed behind him.

"Escort service, I have a contact in the White Fang, he's been made and we are going to help him get out of the city." Midnight explained concisely.

Jayce nodded "I still can't wrap my head around The White Fang these days, that's more than enough dust for an army."

"What's worse is we have no idea what they plan to do with it," Midnight sighed "We need to figure out their next move."

Jayce nod his head "So, who's your contact?"

Midnight smirked "His names Tukson, he runs a small book shop in downtown Vale. It's home to every book under the sun," Midnight quipped playfully "I helped him out a while back when he was left for dead on the outskirts of Vale. In return he offered to feed me some information on his ex-White Fang buddies, something must have gone wrong."

"You never told me you helped out a member of the White Fang." Jayce voiced curiously.

"The less people that knew, the safer he was," Midnight shrugged "Besides, it's not really a conversation that's easy to have."

Jayce shrugged in acknowledgement and nodded his head.

 _"When do you plan to tell your so called friends?"_ His copy questioned venomously.

"I'll tell them later." Midnight replied curtly.

"Tell them what?" Jayce asked, Midnight started slightly, he didn't realize he had spoken so loud.

"Nothing." Midnight answered simply, Jayce looked unconvinced.

"Look we can all see something's going on with you," Jayce opened levelly "You don't need to tell us everything. But I think you should talk to Ruby properly, she's the most worried about you."

"You aren't worried?" Midnight asked in mock hurt.

"Oh hell no, you're a fool. But I have enough faith in you not to do anything stupid." Jayce shrugged, the Bullhead groaned as it landed and the doors slid open, the two stepped out.

"Besides I'm not the one that you'll have to worry about if you _do_ screw up." Jayce shrugged.

Midnight stared at his friends back as he followed him.

* * *

Ruby stared up at the expansive ceiling of Beacon's library, the rest of her team as well as the members of JNPR were _supposed_ to be studying.

Studying was certainly not what most of them were doing, well, maybe Blake was studying. Everyone else definitely wasn't, Jaune was reading a comic and keeping half distracted conversation with Pyrrha, Ren was working over time trying to keep Nora quiet in the library, but he did have some open text books around him, so at least he was trying.

Yang walked and plopped down beside her on the small couch, she crossed her arms under her chest and leaned back "Jayce not picking up."

Yang glanced at her "Midnight?"

Ruby shook her head, Weiss began humming a simple tune as she read, Jaune said something Ruby could only assume he said something flirty, as Pyrrha colored slightly and giggled, Ruby's eye twitched.

"Can you two flirt somewhere else?" She snapped at them, grabbing the nearest textbook to here "Some of us are trying to study."

The couple in question snapped a healthy distance away from each other and blushed, the non-official so clearly a couple muttered common excuses before Blake glanced up.

"Jealously isn't a good look Ruby." The usually silent faunus teased with the ghost of a smile on her face, maybe Yang was rubbing off on her.

Ruby just stared at the girl for a few silent seconds, the 'Do you really want to go there?' hanging unspoken in the air.

Blake turned her eyes back to her book quickly, right, she had forgotten she was going to lay off Ruby for awhile, Sun transferring into Beacon for the tournament was already giving her enough trouble.

She could decide if it was trouble in a good or bad way just yet.

"They are just upset because their 'mans' are out for an unknown amount of time." Weiss glanced up, apparently shrugging off everyone surprise at her choice of words, despite the uncomfortable shift of her shoulders telling them she obviously hadn't meant to word it like that.

"Oh Darky and the smith out for the day?" Sun asked dropping, into the conversation naturally and taking the focus off of Weiss, which she was secretly grateful for.

"Darky?" Ruby asked tilting her head.

"Yeah, you know, blue-black hair, about yay tall," Sun placed his hand at about Midnight's height "Has had an unusual dark aura about him since the night at the docks."

"His names Midnight," Blake pointed out, glancing over her book at the monkey tailed faunus "Do you…ever wear your clothes correctly?"

Sun glanced down at his chest and back to her. His eyebrows wiggled suggestively and she rolled her eyes "Hey, I may have moved to Mistral but I grew up in Vacuo, not a shirt and tie scene alright?" He explained whilst flashing his palms.

"Speaking of which, when is the rest of your team getting in?" Blake asked curiously

"Neptune get's here later today, I'll introduce him to you guys after her gets settled a bit," Sun voiced with a shrug "I think you'll like him, he's pretty cool."

The group nodded and Sun glanced around for a moment "S, nobody actually answered me, Dark-Midnight and Jayce are where exactly?"

"We don't know," Yang sighed in annoyance "They told us they were going on an 'urgent mission' but they wouldn't tell us what they were doing or where they were going."

"They get to go on missions?" Sun asked, slight awe in his tone.

"Sort of, but it's not what you think, they aren't real Hunter missions or anything like that, Although Midnight has been on _those_ as well," Ruby explained whilst trying to piece the words together as she spoke "Basically, Midnight has some special privileges when it comes to teams and his movements outside the school, mostly due to his experience and with that experience sometimes things come up that he has to deal with."

"What is he exactly some kind of super spy Spruce Willis type?" Sun asked as he plopped down next to Blake, shifting closer to her discreetly.

Blake eyed him carefully but didn't object to the proximity yet.

"He's…"Ruby trailed off with a sigh "He's something." She shrugged the answer out vaguely and went back to her book.

* * *

"Do you actually know where you're going?" Midnight asked as he followed Jayce, the black haired boy glared at him.

"Yes, one wrong turn and you ask that _every_ time." Jayce muttered in irritation, he must have assumed Midnight didn't hear him.

Was faunus hearing really that hard a concept to grasp? "Well, you realize that wrong turn almost made us miss the _airship_ to _Beacon_ which was important!" Midnight exclaimed hands moving in front of him to animate his point.

"Right, faunus hearing," Jayce pointed momentarily at Midnight's ears "Look, I know where I'm going, it's actually pretty close to another Dust Shop my granddad used to help out at sometimes."

They rounded a corner and someone hit Midnight's shoulder, the faunus boy turned around quickly "Sorry." He voiced instantly.

The boy he had bumped into turned to face him, for some reason his silver hair struck him as familiar, as did the light green hair of his dark skinned companion, Midnight brushed the thought away, red eyes green hair was kind of hard to forget, he might have just noticed her when he was walking around with Qrow.

"Nah, no problem," The boy returned smoothly "Have a nice day." He voiced before the pair continued on their way, Midnight watched them round the corner and frowned, he shook his head.

There was no way they were the same people, surely there were more than two people on the planet, he couldn't just suspect random people he bumped into on the street.

He fell into step beside Jayce and the bookstore came into view after a few more seconds. Jayce glanced up at the name and noticed the catch phrase under the it "Ah, right, 'home to every book under the sun' I get it now." He nodded as he pushed the door open, Midnight walked in behind him and his hand slammed over his nose instantly and his eyes widened.

Jayce peered at him questioningly, Midnight motioned for him to stay quiet and the two dropped low, the smell of blood assaulted his nose and he grit his teeth, although with the metallic scent filling his nostrils it was hard to determine anything else, he rolled his eyes and lifted his head "Tukson?!" He demanded in question, he heard a low cough and he darted over the counter, vaulting over it and landing beside the man with a thud.

Jayce clicked the lock on the front door over, they didn't want anyone else walking in.

"Heh, looks like I messed up huh?" Tukson looked up at Midnight, a small smile on his face, blood trickled from the edge of his mouth as he chuckled, his other hand pressed firmly on a wound in his stomach, blood already coated a good amount of the floor around him.

"Really wish I had that aura of yours right about now," He joked with a pained wince as he shifted "Sorry kid, looks like I won't end up repaying that favor after all."

Midnight's jaw tightened "You did more than enough, believe me. It was more than enough."

"Hah, don't be modest, I gave you a bunch of rumors that anyone could have found out with just a little bit of digging, but I've got something good for you this time," He pushed himself upright and coughed, he was already pale, Midnight moved to stop him and he pushed the boys hand away and glared at him "Roman Torchwick and The White Fang are moving together, you already know that, but they've got a hold of a boatload of Atlesian Military tech, some of the crap isn't even cleared for frontline use and is still in its prototype stages, either they are _really_ good or they've got _really_ good friends."

Midnight's eyes widened, someone in the _Atlesian_ military being dirty? There were a few potentials, but most of them hated faunus. The ones that didn't were _very_ upstanding and it would be incredibly difficult to get information on the top brass without some form of credible evidence.

Tukson couched into his hand and blood spattered between his fingers, he glanced down at it in mild disgust "Now, I've got another favor I need from you."

Midnight watched the man seriously as Tukson extended his hand, Midnight took the grasp, he felt Tukson slide something into his hand and the store owner smiled "Do right by them for me will ya?"

Midnight nodded his head silently, face tightening slightly as he watched the man in front of him lean back with a sigh, his last few moments before the light in his eyes faded, Midnight grimaced and ran two fingers over his eyes to close them. The man looked to be peacefully asleep now, the small smile on his face remained.

Midnight glanced down at the note and took a deep breath, the edge of his mouth pulled upwards as he looked at the hastily scrawled note "I'll take care of them. You have my word." Midnight announced as he pushed himself to his feet.

"Did you?" Midnight turned to Jayce.

"Police are on their way, there's an ambulance as well." Jayce answered sadly.

"We can't hang around long, we will wait and explain things then we're leaving." Midnight pocketed the note.

"Where too?"

"Vacuo," Midnight glanced back at Tukson's body "There's a lot to do."

Jayce didn't ask any questions, the pair walked outside and leaned against the door of the store, Midnight felt much lighter now that the air he was breathing wasn't coated in blood.

The police and Ambulance took four minutes to actual arrive, during that time Jayce and Midnight kept people from entering the store, some were regulars who hung around at the edges of the street, others were just passersby who thought they'd take a look, they simply shrugged and left.

When the police arrived, whispers began and Midnight and Jayce explained how they had found Tukson and called, them if the detectives were suspicious of them they didn't show it. The fact that the pair were using bladed weapons and the victim was clearly shot likely, even if their weapons had the ability to shoot bullets, the police didn't know that.

The whole process didn't take long, Midnight and Jayce were eventually released and the two made their way towards the Bullhead pad they had arrived on, they were originally going to use that to get Tukson out of the city anyway, one less passenger wouldn't phase the pilot.

The boarded the ship and Midnight gave a quick rundown of the situation, the pilot nodded quickly and Midnight returned to the compartment and landed against the back wall, the Bullhead lurched off the pad and they were underway.

Jayce retrieved his scroll and winced slightly at the number of calls from Yang and Ruby, he opened it and resigned himself to his fate as he called them back, Midnight watched him for a moment before removing his own scroll.

He had a few calls from Ruby, the most recent thing he had received was a text from her, he opened it.

 _Be safe okay?_

His face softened slightly as he responded.

 _Always._

He pocketed the scroll, Jayce paced around quietly, obviously a little nervous about the incoming conversation.

"Alright you asshats if you've done anything with my boyfriend I am going to personally _castrate_ each and every one of you!"Yang opened with angrily.

"Whoa, it's me Yang. Jayce!" He voiced quickly.

"Oh, well glad to hear your alive and stuff." She transitioned smoothly.

"You really thought I'd be kidnapped…in a day?" Jayce asked, trying and failing to keep the amusement from his tone.

"You didn't tell me what kind of mission it was!" Yang exclaimed defensively "You could have been storming a fortified base for all I know."

"It was just an escort job," Jayce tilted his head, maybe he should explain things to Yang from now on "We were going to help one of Midnight's contacts within the White Fang get out of the city."

"From your tone that didn't go well?" Yang stated, even if her tone was hopefully questioning.

"No, it didn't," Jayce sighed "Anyway, his contact had something important in Vacuo, we are heading there to see what it was, that's all Midnight's told me."

Jayce cast a glance at his friend, who was silently staring at the wall of the Bullhead, his face completely unreadable "We might be a couple of days."

"Alright," Yang responded calmly "Make Midnight respond to Ruby, she seems kinda calm right now, but I know she's freaking out a little bit."

Jayce chuckled "I will and Yang?"

"Yeah?" Yang questioned

Jayce glanced at Midnight, the boy seemed off in his own world enough right? He should be safe, he could tell Yang was waiting for him to say something, well people usual follow that up with something, he let out a breath, why was it so much easier in front of _all_ of team Ruby but his team captain made him nervous, he shook his head "I love you."

"Y-I-You…" She trailed off for a moment "I love you too, be safe."

Jayce grinned, he liked making her flustered, considering how she usually was, being able to reduce her to a blushing stuttering mess was definitely a bit of an ego boost, besides, the start of the relationship was the reverse, he was well within his rights to embarrass his girlfriend. She certainly took pride in embarrassing him.

"I will be." He responded levelly, she hung up and he pocketed the device, he turned to Midnight who was staring at him with unconcealed grin of amusement on his face.

"Say a _word_ and I will _eject_ you from this plane." Jayce growled warningly, sending a half hearted glare at his friend.

Midnight shook his head and laughed "Jayce…Remember how I said we need to figure out the White Fangs next move?" Midnight had that far off look in his eyes again and it made Jayce wary of the conversation.

"Yeah?" Jayce prompted.

"After this," Midnight gestured around them "Mission, I guess…I'm going to go undercover," He turned to look at his friend seriously "I'm not going to rely on anyone else like I did today."

Jayce recoiled slightly and his eyes widened "You can't, they will recognize you instantly! This isn't a movie where you can where some glasses and be unrecognizable Midnight!"

"I'm well aware of that!" Midnight snapped "That's why I am going to get myself kicked out of Beacon."

Jayce grit his teeth "What is _wrong_ with you?"

Midnight lifted an eyebrow questioningly.

"You've wanted to be a huntsmen since you were _six_ , you're willing to throw your entire career out the window for some information that might not even help us, ignoring the most obvious one which is you might _die!_ " Jayce glared at him, anger, annoyance and disbelief mingling in his expression.

"What other options do we have? We are fighting a war and we don't even know _who_ our real enemy is! I don't want to rely on other people, I don't want to endanger other people! Why is that so hard for you to understand?!" Midnight shot back at him.

"I understand it completely, but caring is a _two_ way street, you don't want us in danger, well stiff shit, _we_ don't want to see _you_ in danger either. As long as _you_ are fighting I'll be fighting right next to you." Jayce's shoulders heaved with his rant, Midnight went through a variety of expressions.

None of them were negative, but he ended on resigned "I've already made up my mind Jayce," His eyes locked on his friends "I'm asking you to take over as leader, look after Ruby for me. You know how she is," He laughed dryly "Don't worry about me so much, like you said, I'm a fool. But I won't do anything _too_ stupid."

Jayce realized he wasn't going to be changing his friends mind "Fine, but we are going to be explaining this to Ozpin, you are _going_ be a Hunter. I'm not going to let you screw up _everything_ you've worked for."

"I forgot you the accepting analytical type." Midnight chuckled

"Accepting? Not even close, but I've known you for long enough to recognize that look in your eyes, even if I think you're an idiot, I know you've got a plan and as much as I _can't_ believe the words coming out of my mouth, I _do_ trust you." Jayce explained with a resigned sigh.

"Thanks?" Midnight questioned.

 _"Heh, I'm surprised you told him, looks like everything is going well for you," His copy chuckled "How do you plan to fool the members of the White Fang into believing you?"_

Oh that's easy, Midnight thought in response. You'll be fooling them for me.

 _"Interesting." His copy laughed menacingly._

* * *

Ruby clutched her scroll with a small smile on her face as she rolled over and focused on her assignments, Yang seemed happily subdued as well, kicking her legs idly behind her as she flipped through a magazine, Weiss and Blake eyed their two teammates and titled their heads.

"That looks like it'd be nice," Weiss offered to Blake with a shrug "In an odd way."

Blake smirked to herself "I have to agree with you, _Ice Queen_."

Weiss sputtered indignantly as Blake sauntered off, the heiress huffed, turning her nose up and turning back to her book, mumbling about 'blasted nicknames' and 'if that's how you want play it _kitty cat_.'

* * *

When they arrived at Vacuo the sun was dipping towards the horizon, Midnight had to glance at the note a few more times, he wasn't unfamiliar with the neighborhood, he just hadn't been in a long team. Their clothing made them stand out, despite the time of day, everybody around them were in some form of denim pants or shorts and singlet's or open button up shirts, he felt like Sun had mentioned that to him at some point as well.

They paused outside where the note was addressed to, the house was positioned oddly on the block of land it was on, it was quite literally side on to the street, so that the sun would set behind it, casting the homes shadow towards their feet, Midnight and Jayce glanced at each other for a moment before shrugging and walking forward.

Midnight lifted his hand to knock on the door and paused, Jayce glanced at him in confusion.

"You wanna knock?" Jayce asked

"Thing about that is I _do_ ," Midnight replied stiffly "But I can't seem to move."

Jayce frowned and moved to step forward, upon finding his feet somehow fastened to the ground he titled his head "Well that most certainly can't be good."

Midnight fell to the ground in front of him with a thud, Jayce forced his head around to try and get a view of the attacker, all he saw was a dark black fist connect with his head and he toppled against the door beside Midnight.

* * *

Midnight's head was still fuzzy when he woke to the sound of voices.

"For the _last_ time you can't just knock everyone that comes to knock on our door unconscious!" The voice was definitely feminine.

"Look at them for two seconds and tell me that don't seem sketchy," Responded a male voice "I mean, they definitely aren't from around here."

" _We_ aren't from around here," The girl's voice snapped in response "Besides just look at these messages, this guys clearly as dealing with an awkward first crush, I bet they have been friends _forever_ and he wants to be something more but doesn't know she's secretly into him as well!"

"Can you not make up fake romance stories for our captives, it's creepy and it makes me not want to hate them as much," The male voice responded with a sigh "I bet one of them has been been in a relationship for ages and gives the other advice too."

"Oh for sure," The girls voice agreed "How do you think that and also think they are sketchy though?"

"Look dad told me to keep us safe, I'm just being cautious, what if we let them in all nice like and they _did_ want to kill us, it's better we approach things like this with caution." The male voice replied levelly.

"Jayce," Midnight whispered groggily "You dead?"

"I don't think so," Came the whispered response "I'd like to be, why'd they trank you and punch me?"

"Cause I'm a faunus?" Midnight offered unhelpfully.

"Hah, reverse discrimination there a new one." Jayce scoffed, Midnight felt his friend lift his head and look around, Midnight was still having trouble making his body do as he told it, eventually his head lifted.

They were in a bare, dusty concrete room, it was probably the basement "Well, they aren't a threat." Midnight voiced quietly "At least there's that."

"Yeah, normal people knock strangers out and tie them up in the fricken basement all the time." Jayce replied sarcastically.

"They are currently concocting theories around our love lives," Midnight explained tilting his head "They are surprisingly accurate."

"Not creepy at all." Jayce grumbled sarcasm lacing his tone.

"Better than them discussing how they are going to execute us," Midnight returned flatly "Tukson probably told them to be wary of strangers for the time being."

"Tukson? Why?" Jayce asked in confusion.

"They are his kids after all." Midnight answered simply with a shrug.

"And I'm really curious to find out how you know about that," Midnight glanced up, finally putting a face to the male voice.

He was a head or so taller than Ruby but appeared to be about the same age, his black hair was spiked around to the top of his head, a single bang hung passed his right eye and it was a silvery white, contrasting with the black of the rest of his hair. One eye was the same Hazel of his fathers, the other was almost charcoal black. He wore an open black button up shirt and a black singlet beneath it, the shirt had a small white claw symbol on the right breast pocket. Black pants and black combat boots completed his clothing, a white scarf hung loosely around his neck.

The girl who he assumed was this boys sister, did not come down and the boy stared at them, both warningly and impassively.

"You're father was actually a friend of mine, did he ever mention an apprentice hunter saving his life just outside of Vale?" The boy shook his head and Midnight rolled his eyes "Course he didn't, look he gave me a note to pass on to you two, that's how we found this place. He asked me to 'do right by the two of you for him.'" Midnight explained concisely.

The boy approached him warily, Midnight noticed that the boys shadow stood completely upright behind him, almost like a clone, then it paused by the staircase and crossed it's arms, Midnight's eyebrow lifted "Shadow's huh? That explains a lot."

The boy cast a glance at his shadow, the thing shrugged noncommittally as if to say, 'You never told me to act normal.' the boy ran a hand through his hair and sighed "Where's the note?"

"Right coat pocket, surprised you didn't find it, since you already took our scrolls." Midnight eyed the boy and the stranger returned the gaze unflinchingly.

"You'd think we'd be more aware of faunus hearing, all things considered," The boys tone was almost joking as he retrieved the note, he read through it quickly and his face hardened "Did you see who did it?"

Midnight shook his head "I'm sorry I wasn't faster."

The boy sighed and shook his head "Dad sent us out here about a year ago, the White Fang started getting aggressive and he didn't want us to get caught up in it. He had been trying to get out it for awhile, but I sort of always had a feeling it wouldn't be that simple you know?"

Midnight nodded his head silently.

"Since nobody's scream I'm coming down." The girls voice announced as she thudded down the stairs, her brother met her at the bottom of the stairs and handed the note to her.

Midnight examined her quickly, she was a few inches shorter than her brother and practically his opposite, her hair was entirely white and tied back into a pony tail, a claw like hairclip hovered slightly above her head and a single black bang covered the left side of her face. Her shirt had a long sleeve down the left arm that cuffed tightly to her wrist, the other sleeve ended on her upper bicep and a black wrist guard was secured to her wrist similar to Sun's, just like her brother a black claw was on the right side of the front of the shirt. She wore white pants and a black buckled back skirt, like the thing he'd seen Yang wear and finished with black combat boots.

Her face hardened as she read the note and he crushed it in her palm and grit her teeth, her brother placed an arm on her shoulder and smiled reassuringly.

"Not to be drag or anything, but still kinda tied up facing the wall here." Jayce voiced loudly in irritation.

The pair glanced at him, the girl noticed a sliver of sunlight peaking though one of the low windows and focused on it, the light hardened and turned white before sharpening and slicing through the bindings around their hands. Midnight could have burned it off, but that would have just been suspicious.

The pair stood up and Midnight wobbled slightly as he did so, the tranquilizer they had used on him still effecting his movement "What did you shoot me with a horse trank?"

"Maybe." The girl replied unconvincingly, he stared at her in surprise for a moment then glanced at her brother.

"Wait, _she_ shot me what did you do?" Midnight asked

"Held you still, knocked out your friend, dragged you down here, tied you up." The brother listed on his fingers, his shadow pointed to himself and the thing looked like it glared at him "Right and Umbra helped." The shadow puffed out it's chest proudly.

"Now that that's out of the way," Midnight began "I'd like to offer you two a place on my team at Beacon."

"Hey!" Jayce exclaimed and stepped in "No, no, no, no, no I object."

"You objections been noted," Midnight waved him off "Obviously, you'll have to move. But you'll be entering a prestigious academy and you'll likely be much safer there than you would be here."

Jayce couldn't argue that point "But they might not even be able to fight." He pointed out, Midnight stared at him for a few seconds in silence.

Jayce blanked at him before realization struck him, _he_ wasn't able to fight well until a few weeks ago, he'd fought his first grimm and nearly died on the same day. Right, he didn't have the greatest ammunition to argue his case.

"They knocked us out, tied us up, he _punched_ me in the face and she _shot_ you and we don't even know their names!" Jayce listed angrily.

"I'm Daera, this is my twin sister Ivara Luxumbra," Daera introduced quickly "That's Umbra."

The shadow gave a quick two finger salute at his name.

Jayce just pointed to his black eye that was still throbbing and Midnight's inability to stand up straight, Midnight pinched the bridge of his nose "I know Jayce, but I gave Tukson my word, I'm going to help them and I think this is the best way for it to be done, I would have thought having getting a trainee would make you happy."

Jayce stared at him for a moment "What do you mean?"

"You'll be captain while I'm…away," Midnight selected his words carefully "You'll be in charge of their training during that time."

Jayce's grin turned sinister as he stared at Daera who swallowed hard, he glanced at his sister, he already knew she planned to accept her eyes had lit up the moment the word 'Beacon' was said. Daera sighed "I accept."

Ivara practically bounced on her feet "I accept as well!"

Midnight inclined his head "This line of work isn't easy, there's a lot of danger and we will all have to learn to work as a team."

"We understand the duties involved," Daera replied levelly, Ivara nodded in agreement "We were going to apply to Beacon the moment we were able anyway."

Midnight nodded.

"By the way, we still don't actually know your names." Ivara interjected quickly.

"Did you take our scrolls?" Jayce eyed her in confusion.

"I took them and I didn't tell her which was which." Daera shrugged "It seemed interesting at the time."

"I'm Midnight," He paused for a moment "You'll hear some people call me Midnight Branwen, just ignore it."

Daera lifted a brow but didn't question it.

"I'm Jayce Amethyst," Jayce introduced concisely "I look forward to working with you." He smiled menacingly at Daera and the boy almost considered taking his acceptance back.

"Oh, so you're the one with the childhood friend that you are totally in love with and for some reason won't tell her and he's the one that gives advice." Ivara pointed at the two of them in turn.

Midnight sighed "That sums it up pretty well I guess."

"By the way, can I have my scroll back? I'm not sure how long we've been out but I doubt the conversation I'm about to have is going to be really great for me so I'd like to get it out of the way." Jayce held out his hand and the small girl handed the scroll back with a nod, she handed Midnight his after a moment.

Daera stiffened slightly and turned towards the front of the house "Someone's here." Midnight glanced at him and lifted a brow in confusion, then he noticed Umbra was nowhere to be seen.

"How do you know?" Midnight asked, looking for more confirmation his theory.

Daera grinned widely "Umbra's a little more than my own shadow, he can also connect with any already existing shadow, granting me complete control of it. I can also feel when people step into any shadow I am currently connected to, like how water droplets hit a pond I can sense the vibration."

Midnight walked over to one of the windows and peered outside, he couldn't see many people in the yard "How many?"

"Eight." Daera announced "Why?"

"Because I'm going to answer the door while you three sneak out the back, if we make them think they were following up on nothing they'll stop looking." Midnight explained as he removed his coat, so he was standing in his sleeveless black undershirt "Keep out of sight and get the things you need while I distract them, then leave through the back."

"Oh, I can make that _so_ easy too," Ivara chirped happily as she focused the light around them, it bent sharply and Midnight's eyes widened as the they quite literally disappeared from in front of him "My semblance gives me the ability to harden and soften light at will!" She exclaimed excitedly "How cool is this?"

He assumed she was making some kind of gesture, but he couldn't see her so he just titled his head and frowned.

"Oh, right, I already went ahead and made us invisible didn't I?" She voiced awkwardly "Right."

"It's still cool." Midnight reassured, he held his coat out towards where they had been standing and he saw a hand appear and grab it, he pushed the feeling of unease that went with seeing the disembodied hand, then his coat was pulled into the small bubble and subsequently disappeared.

"Okay, well I'll leave that to you." He nodded and ascended the stairs as whoever had approached the house knocked on the door.

Midnight ruffled his hair and moved to the front door leisurely, he opened it an peered at the stranger lazily, he obviously didn't recognize the man in front of him "Can I help you with something?" The man was clearly a hired thug, likely a local one considering his appearance, the group of eight were spread across the yard trying to catch a glimpse of other people moving about the house, obviously that wasn't going to work.

The man in front of him snorted, he was bald and for whatever reason had an anchor tattooed on his arm despite Vacuo's distance from any large body of water, of course he was large, muscle bound and wearing a white singlet as was the style in the area.

Midnight mentally shoved the urge to say and Thug number twenty seven enters from right stage.

"You know a guy named Tukson?" The man barked gruffly.

"Probably?" Midnight replied scratching his head in confusion for effect. "I found this place online, cheap rent, dude who owned it seemed good enough, I think his name was Tukson why?"

The thud seemed to buy the story "I thought I'd inform you that he was found dead in his store today." The man transitioned to bearer of bad news quite well.

"Oh, uh, I'm sorry to hear that," Midnight played shocked perfectly "Uh, thanks for coming out here to tell me."

The man inclined his head and turned around, Midnight spotted a quick motion of the hand and he rolled his eyes "Right then, who paid you?"

The man turned around and glared at him, Midnight kicked up and his foot slammed into the side of the man's head "Sorry boys, I'll have to ask you to leave before any of _you_ get seriously injured."

The group of thugs were clearly sent just to check things out, their combat prowess was nonexistent and the 'fight' if you could even call it that, lasted all of five seconds and most of that was him moving between opponents, when one of the scrolls rang he answered it and tried to make his voice sound as close to the thugs leader as he could.

"What did you find?" The voice was being altered, so he didn't know if he was speaking to a male or female.

"Some punk rental tenant, we scoped around the whole house and didn't find anything. It might have been a getaway house, but he didn't have anything incriminating here." Midnight replied in the same gruff tone as the leader had used.

"Excellent, you're payment will arrive shortly, I thank you for your help." The voice responded levelly, he wasn't sure if they'd bought his bluff, but it seemed like it.

Either way, he wouldn't be in Vacuo long enough for anyone to figure it out and the group of men currently unconscious on the lawn weren't going to become a threat for a while.

"If you were just going to knock them out, we could have helped." Midnight jumped a foot into the air as the voice came from the nothing beside him.

"First rule, No doing _that_!" Midnight grumbled as the three appeared in front of him, Ivara finding the situation hilarious, Daera obviously had spent a day in Midnight's shoes and he agreed, Jayce seemed amused as well.

"Well, we should get going before they wake up, we have a Bullhead waiting." Midnight voiced casting a glance at the unconscious thugs.

The three nodded their agreement, Daera shouldered his bag with a quick movement, the only addition to his person was a silver mechanism on the back of his right hand.

Ivara had a large lever action rifle fastened onto her back with a magnetic clip and she held her bag low to the ground as she walked beside her brother, Jayce hung back a little as the pair followed, bringing up the rear of the small procession.

"So when we get back are you still?" Jayce asked flatly.

"I'm still going." Midnight nodded flatly.

The journey back was completely silent.

* * *

 **A/N: And so, Midnight's team is complete only to soon become incomplete.**

 **So, first things first, the new OC's names.**

 **Luxumbra is the combination of two Latin words, literally meaning 'Light' and 'Shadow', Daera's shadow 'Umbra' is the same and his semblance has a few other effects regarding his weapon.**

 **Ivara is the name of a warframe, in Warframe, and that's based of something else, but I got it primarily from Warframe and I felt like it fit so she's Ivara.**

 **Daera (Day-ra) at least as far as I am aware is just a name of my own design that I like and so I used it.**

 **I do hope you've all enjoyed this chapter and the designs around Aura's and Semblances I've done, obviously I'm playing with the canon material quite a bit, but regardless I hope the idea is at least little bit interesting.**

 **So again, I hope you enjoyed this chapter, please hit me with your feedback and I will see you guys in the next one, peace!**


	12. Chapter 12

**A/N: Props to the people who noticed that Midnight could control air in his original fight with Cinder and her group, yes that was intentional, you may remember how I described Midnight's smile as 'almost manic' His semblance and more specifically his powers manifest as his aggressive survival instinct. The reason the story Qrow tells Midnight and the story Blake finds are different but similar, is that whole different cultures will tell stories differently, legends that are about similar creatures in mythology often have different versions depending on country, look at dragons for example. Eastern views on dragons paint them as noble, proud and almost godlike, Western legends paint them as fire-breathing beasts. So it's like that.**

 **This chapter will bounce around both time and place, I did a number of versions and I like this one the best. I am referring to the Roman and RWBY mech fight as the 'Painting the Town Incident.' for obvious reasons.**

 **Hope you enjoy!**

* * *

 _Moments after the conclusion of the Painting the Town Incident…._

Pieces of the destroyed Atlesian Paladin littered the ground, Roman stood a small distance from Yang an irritated look on his face as he cocked his head "Just got this thing cleaned." He complained as he brushed off his suit and retrieved his hat, cleaning it out before placing ii calmly on his head.

Yang let out a shout as she fired two shots from her gauntlets towards him, someone dropped in between the rounds, a thick sheet of ice appeared between the rounds and the blast bent around them uselessly.

Ruby's eyes widened as the Ice disappeared and Midnight rose to his full height, dark gold eyes regarding them with unconcealed amusement, a girl with an umbrella and two different color eyes landed beside him, spun the umbrella and rested it over her shoulder.

Midnight's eyes changed, returned to the familiar amber gold Ruby recognized, he mouthed something at her and her eyes widened as Yang launched forward, likely too angry to notice Midnight had even appeared in front of them, her fist seemed to impact something a small distance from the image of the three and they shattered, the team's heads snapped skyward as Roman waved tauntingly down at them, Ruby wasn't looking at Roman, if you asked her later she wouldn't even be able to tell you what kind of ship the three had boarded.

Midnight stared at her unflinchingly, the unfamiliar gold of his eyes alight with amusement that she didn't understand, if she had to describe the look. It was if he was finally getting a taste of freedom. The thought seemed strange to her, but that was all she could put together to describe it. Then he shifted slightly removing a small device and placing a pair of red headphones she recognized on his head as the door closed, a ghost of a smirk appeared on his face.

Then the Bullhead pulled away, leaving a million questions and with no foreseeable way to answer.

Ruby felt her legs go weak and she fell to her knees, she rubbed her arms slowly.

"It looked like he tried to say something." Weiss noted as she glanced down at Ruby.

"I know." Ruby returned, she'd understood it. Got the message completely.

 _I'm sorry Ruby, I love you._

She didn't know whether to laugh or cry, she'd found out her feelings were reciprocated just as the guy she liked defended a known criminal and disappeared with him.

Of course her _love_ _life_ couldn't be simple either.

* * *

 _48 hours before the Painting the Town Incident…_

Daera and Ivara followed behind Midnight silently admiring the school around them, Jayce hung a little further back when the small girl suddenly turned to him "So which one is the _one_." She gestured at Midnight and lifted a brow.

"Her names Ruby Rose, you'll figure it out when you get introduced I'm sure." Jayce relayed quickly, he saw Midnight's ear twitch signifying that he had heard them. He remained quiet, likely thinking about what he was going to do in the next few days.

"Do you think we could pull security footage from my dad's store? I mean, huntsmen would have the authority to do that right?" Daera asked, glancing back to Jayce, both of the twins seemed to feel that something was off with Midnight and neither of them knew how to ask about it without seeming oblivious.

"Fully fledged Huntsmen likely do," Jayce answered "But I'm not sure."

Daera seemed to accept the answer "So, still at square one then."

Jayce didn't agree with the twins fixation on revenge, but it wasn't as though he couldn't understand it. They'd just lost one of their parents, he paused momentarily "I know about your dad, but what about your mother?"

"Oh, she died when we were _really_ young. Complications with child birth you know?" Ivara relayed levelly, likely having been expecting the question eventually.

"I'm sorry." Jayce inclined his head out of courtesy.

Daera shrugged "Long time ago, not really anything we can do about it," He voiced simply, he actually managed to seem unfazed "We are over it."

"Two things," Midnight paused in front of the door and held up two fingers "Mentioning my crush to anyone is off limits, I'm not kidding, I'll do something about it at my own pace, don't interfere," The newcomers nodded, although Ivara looked slightly depressed at the information "Second, you'll notice immediately because of the smell, Blake's a faunus, she hasn't told many people, keep it that way. Understood?"

"Got it captain," Daera half saluted almost mockingly, Umbra appeared at his side and mimicked the salute, although Midnight was pretty sure the shadow couldn't actually speak "If you don't mind, could you keep the thing about our dad a secret too? Touchy subject at the moment you know?"

Midnight nodded "You're free to come up with any story you like, I simply met you in Vacuo and recruited you. Although I think Yang knows a little about it already, courtesy of the chatty boyfriend behind you."

"Hey?!" Jayce exclaimed defensively.

"Dude, 'keep the details a secret' it was the _one_ thing I asked you to do." Midnight pointed out with a frown.

"I'll keep you're details a secret." Jayce muttered in irritation, Midnight heard him but just rolled his eyes and turned around.

The moment they entered the library something red blurred passed their vision and attached to Midnight's side, he glanced down with a warm smile on his face "Red." He greeted

"Hah, 'Wolf' aren't you as boring as ever," Ruby shot up at him from his side "If I recall I am actually ahead in points now."

"Since when?" Midnight question, walking forward to Ruby still firmly secured to his side.

"I grew up cuter, plus one million points, game, set and match." Ruby grinned playfully and Midnight rolled his eyes.

"You didn't do much _growing_ at all." Midnight teased, the words earned him a quick to spike to the shin and he winced as Ruby let go off him.

"I'm _still_ growing thank you very much." She pointed out with a small pout.

Ivara leaned back slightly "How long have they been like this?" She asked

Jayce pulled a calculative face and shrugged "Five years or so, give or take a few."

"Now I just feel kind of bad for you." Daera patted him on the shoulder and bowed his head sympathetically.

Jayce shrugged "It's not that bad." He returned as he walked after the two team leaders, Daera and Ivara following close behind.

They reached a small area where eight people sat around doing various things, only two people in the library actually seemed to be studying, Jayce took a seat to their left and a blonde haired girl walked up slowly and glomped, quite literally just falling onto his shoulders and wrapping her arms lightly around his chest, he craned his head up at her and grinned. Midnight snapped out of the conversation with Ruby as realization struck him and he remembered why he had come here on the first place.

"Right, everyone is here so," He walked over to the twins "This is Daera and Ivara Luxumbra, the twins who will be making up the final two members of my team." He introduced each one, gesturing to them as he said their names.

Ruby's head perked up at teammates, teammates meant they were planning to be hunters, meaning weapons. Midnight could already see the gears turning in her head as she regarded them curiously, trying to guess from how they looked what weapons they would use. He'd found out when they arrived that the clothing he'd scene Ivara in at their old home was her combat gear and she favored simple casual dress in usual situations.

So she was currently in a white button up shirt and three quarter length black pants, she wore her same black boots and the hairclip still fastened her pony tail behind her head. Daera appeared to be wearing the exact same clothing he had been in when they had first met.

Quickly realizing she'd gain nothing from their attire, she shifted slightly "So what kind of weapons do you two use?"

"I have a lever action rifle," Ivara answered readily "And this." She removed the hair clip, allowing her hair to fall down her back, she pressed a small button on the underside of the clip and the spike that usual moved through her hair snapped outwards in a curved dagger, which she twirled around her finger idly and grinned.

"I think I'll leave mine to be discovered, wouldn't want you getting any advantages," Daera waved off as Umbra rose from his shadow and stood beside him, clearly irritated the shadow user glanced at said shadow in confusion "What?"

Umbra made a number of gestures, Midnight soon realized the shadow was using sign language "Yes, that's exactly the reason." Daera sighed as he pinched the bridge of his nose.

"So what just happened?" Jaune asked, joining the conversation.

"His shadow was pointing out that he is only hiding his weapon to seem 'cool'." Blake explained, the shadow snapped his fingers and pointed at Blake before coking his head at Daera and making another set of gestures.

"He says You're lame." Blake relayed turning to Daera and then back to her book.

Daera just glared at his shadow, who shrugged and lifted its arms.

"Anyway, I'm sure you guys will be seeing a lot more of each other from now on." Midnight finished glancing around the room, eventually settling onto the couch next to Ruby and leaning back with a sigh.

Midnight glanced at ruby who was humming away to whatever song was currently playing, he tapped her shoulder lightly and she shifted one of the two red headphones of her ears and lifted a brow.

"What are you listening to?" Midnight asked curiously, Ruby made a face before just taking the headphones off her head and placing them haphazardly over Midnight's ears which proved to be difficult as his ears were on the top of his head and the headset was clearly designed to be used by regular humans, with ears on the sides of their head. That Midnight didn't have.

The headset pinched uncomfortably on his ears, Ruby made an apologetic gesture as she hit play for him, he just shrugged as a rather loud guitar riff blared in his ears.

 _Listen up, strap in, notify next of kin_.

He perked up slightly "Oh, the new albums out then?!" Ruby winced and he slipped the headphones off "I just shouted that didn't I?"

Ruby laughed and nodded her head "And yes, it's the long awaited second Volume."

"Now I just need to get a headset that doesn't try to tear my ears off so I can listen to it." Midnight quipped as he leaned back into the couch, Ruby glanced at the device in her hand and nodded as she slipped the headphones back on.

The other people in the group just watched the exchange knowingly, a betting pool had already begun between the two teams present on how long it would take for the two friends to finally get together, this exchange just reminded Yang that her deadline was rapidly approaching, she opened her mouth to say something before Jayce gave her arm a light squeeze, she glanced down and he just shook his head and grimaced.

She lifted a brow at him but didn't verbally question him, she'd asked later when they weren't surrounded by their teams.

* * *

 _Midnight nine hours before the Painting the Town Incident…_

Ozpin had been surprisingly prepared for Midnight's request, although at this point he firmly believed that Ozpin had the ability to read minds and pretty much nothing the man ever did made immediate sense. Qrow agreed with him in more ways than one when he had made the point.

Midnight stared at the few belonging's he was going to take, his weapon and Scroll sat in a pile beside them, his weapon pretty much painted him as a hunter immediately, besides The White Fang members he had seen didn't have any sort of custom weapons, it was always the same set of dual swords and that would suit him well enough, aside from that he could always just use hand to hand combat.

"You're really going to say nothing to her?" Midnight started slightly at the voice, Jayce walked into his room and planted himself on the edge of Midnight's bed, Ivara and Daera had gone to spar together, that was the reason he had decided to get his belongings in order.

"I can't say it directly." Midnight voiced as he placed a sealed envelope on his weapon and scroll.

"Why?" Jayce questioned, Midnight could tell from the tone and the look that he couldn't try and dodge the question.

"Because I'll lose my resolve if I do," Midnight sighed "I _have_ to do this, it benefits everyone here."

"That's the thing, you don't _have_ to do anything," Jayce countered "I don't know why you think it's necessary to put yourself in the firing line, but you it isn't."

"I'm putting myself in any firing line, I'm going to get information that could be vital in defending and _entire_ kingdom! This is what Hunter's do Jayce." Midnight snapped

"I am aware of that, _you_ aren't a hunter yet." Jayce countered flatly

"Everything's already done," Midnight snapped with finality ending the roundabout conversation "I'm leaving now Jayce."

His friends eyes widened slightly "Look after the team while I'm gone, look after _Ruby_ while I am gone and make sure she gets these." Midnight gestured to his weapon, his scroll and the letter.

Jayce stared at his friend for awhile before nodding his head "Come back alive."

Midnight smirked "What's that, you worried about me?"

"In your dreams jackass, I'll have you know I avidly ship Night Rose these days, If you die it'll make my life difficult." Jayce voiced wearing a wide grin plastered on his face.

Midnight rolled his eyes "Take care of Yang, I don't really have to warn you."

"Oh, she'll murder me I am well aware," Jayce nodded "Now get out of here and bring down a big bad criminal organization before I decide to try and talk you out of it again."

Midnight paused in his doorway, turning his head slightly to glance at his friend "Right, I forgot, take care of yourself as well, _acting captain_."

With that the faunus boy disappeared around the corner, tail swishing behind him, Jayce scratched his head and sighed "So that's what that feels like." He thought audibly glancing at his friends scroll and weapons, he noticed the letter wasn't properly sealed, just folded in on itself. His face twisted slightly with curiosity but he shoved it down.

Ruby would be the first to read it, he might ask her about the contents later.

* * *

 _Ruby Nine hours before the Painting the Town incident…._

"Blaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaake pleeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeese." Ruby begged practically hanging off of the silent faunus's back.

Blake sighed "Ruby, you are the one that wants to go shopping, go on your own."

"But I have no idea where you get faunus friendly headphones, come on this is a birthday gift eleven years in the making!"

"Birthday?" Blake asked in surprise "Is it actually his birthday?"

"If I said 'yes' will you come?" Ruby asked slowly

Blake glared at her and she deflated slightly "Look, I met him when I was four, at the time I couldn't buy him gifts on my own then he went off with Uncle Qrow and we almost never saw each other, but Qrow paid him a proper wage for the missions he did, I got things in the mail every year for my birthday, but he was always on the move so I couldn't return them. Now I have the opportunity to get him something he might actually _really_ like and I need your help." Ruby explained in a single breath.

Blake tilted her head slightly and smiled "What did he get you?"

"When he found out I was making a weapon he sent me a large chunk of metal that now makes up the blade of Crescent Rose, he sent me those headphones I use _all_ the time and a few other odds and ends." Ruby listed quickly.

"Okay, I'll help you. I just have one other question." Blake agreed before lifting a brow.

"Shoot." Ruby chirped happy to get the assistance she needed.

"How'd you know they were from him?" Blake asked

Ruby chuckled "When we were young, we had a game going, we'd challenge each other to win points, it didn't really have a goal or anything, it was just children being children. But he'd keep me updated on his point totals every year. Sometimes the card was nothing but the number, but he's the only one that knew enough about it." She explained

"Is that really all you wanted to ask?" Ruby inquired curiously as she watched Blake nod in response to her answer.

"Yeah, why?" Blake asked confused.

"Oh, I expected you to be asking what you're gonna do about a specific monkey tailed faunus, not gonna name names or anything like that though." Ruby replied with a smug grin and a raised eyebrow.

Blake sighed "I don't need love life advice from the girl who doesn't even know where to get headphones for the guy she likes." She shot at her leader playfully.

"It's not my fault he doesn't have ears like the rest of us, actually that's a point, you have ears like normal humans as well, do they both work?" Ruby asked

"Yes, my faunus ears are much more sensitive to sound, but within the bow they are kind of limited. So I rely on my usual hearing." Blake explained as they walked.

Ruby nodded in understanding "So, where am I going? Some kind of specialty shop?"

"We should be able to find a pair at a general electronics store." Blake replied calmly, the pair boarded an airship and took some seats.

"When did you first figure out you liked Midnight?" Blake asked suddenly, causing the smaller girl to start and color slightly "If you don't mind me asking."

"Oh, no, it's fine, I sort of expected the question a while ago to be honest," Ruby shrugged, then she frowned as she thought "Well, I guess I always liked him, but I didn't know it was _that_ kind of like until the first time he returned to Vale."

"I do remember him mentioning promise with a friend." Blake mused "So that was you?"

Ruby nodded "That was the day he ended up with that scar on his face, we made a promise to become, I think I worded it like 'Super amazing heroes'." Ruby chuckled at the remembrance of herself as a child "I hadn't actually spoken to him in four years, hadn't seen or heard from him either because at the time he didn't have a scroll."

"So let me guess, you attached to his side and everything just fell perfectly into place in your head?" Blake asked with a chuckle.

"You're not entirely wrong," Ruby admitted scratching the back of her head in embarrassment "It was uh, the first time he ever called me 'Red.' He came back in this cool looking coat and he was the same Midnight I knew, I hadn't seem in four years and I recognized him you know? We ended up tailing Yang who was trying to go on a secret date with Jayce. Midnight called that, said it was a date before we even got in the theatre. I didn't think about it at the time, but Midnight probably paid for everything too, I don't remember handing him any money either." Blake watched as her small leader slowly grew more and more animated, a wistful smile on her face as she recalled the memories, she giggled at something before continuing.

"He had fought an Ursa after training the day before, Jayce did 'the move.', at the time I knew what it was, but pretended I didn't, so Midnight mimicked it, then he ended up falling asleep," She chuckled again "You'd be surprised how cute his face was back then, I ended up falling asleep too, I was never one for romance movies. Yang probably still has a picture of it somewhere."

Blake's ears twitched at the mention of a picture, she'd have to ask Yang about it at some point in the future, she needed a good fall back if she wanted to poke fun at Ruby, the girl may have been small but she was as ruthless as her sister when it came to noticing things. Unless it was about Midnight himself, then she could easily rival Jaune. Now that she thought about it, that was something the pair of them had in common.

"Anyway, when I woke up. Midnight was looking down at me, it looked like he was trying really hard to keep a smile off his face. But the thought struck me that I really wanted to be right there," Ruby smiled happily as she gestured vaguely in front of herself "I realized being _around_ Midnight made me happier than anything else." She shrugged "I think that qualifies as being hopelessly in love with someone right?"

Blake laughed and she was inclined to believe the smaller girl as her leader looked out the window of the airship.

After the landing and a short silent trip, the two found themselves in a small electronic store in downtown Vale, apparently Blake had remembered the location from when she had first spoken to Sun.

They couldn't have been in the store for more than twenty seconds before an one of the few employee's in the store approached them, the boy looked to be in his late teens, he had black hair and brown eyes and a confident smile on his face as he approached them "Can I help you ladies with something?" He asked, the confidence of his smile reflected in his voice.

"I'm trying to buy a gift for a friend," Ruby voiced simply "I need to get a pair of faunus friendly headphones-"

She cut off when the guy just scoffed, she glared at him and he flashed his palms before walking off, a second employee a young blonde girl approached them "Sorry, he just has trouble getting out of _last century_." She called the end a little louder and sent a look after the other employee who just barked out a dry laugh and went to the back of the store.

"He has his reasons," The girl shrugged "So faunus friendly huh? We don't get a lot of requests for things like that."

"It's kind of a long awaited gift," Ruby rubbed at the back of her neck awkwardly "Do you not have any?"

"Oh we do, I just need to know what kind of faunus he is." She voiced quickly which seemed to ease some of Ruby's worries.

"He's a Wolf, he's about a this tall," Ruby held up her arm at where she estimated his height "He's training to be a huntsmen so if they can be worn while moving around that would be a great help."

The girl nodded and smiled brightly "Of course, if you'll just follow me, we have a few different kinds, I might as well let you choose to his tastes." Ruby nodded her head the pair followed behind the bubbly employee quickly.

In the end, they left with a pair of dark blue headphones, they were designed so that a faunus could wear them with the band wrapped around the back of his or her head and they wouldn't fall down and they were appropriately padded so they wouldn't attempt to tear of said faunus's ears, after a promise of tuna Blake had reluctantly agreed to try them on to confirm they didn't make her too uncomfortable. As Blake and Midnight's ears were in about the same spot atop their heads.

As they stepped back onto the street, Ruby bumped into someone's shoulder, as she turned to apologize she realized she knew the person "Ruby?" A familiar voice questioned, she glanced up to see Midnight flashing her a weak smile.

"Oh well this is weird," Ruby chuckled glancing at the bag in her hands "I got this for you, cause you know, headphones that won't tear your ears off."

Midnight hesitated slightly as he took the bag and smiled as he flicked it open and looked at the contents "Thanks."

She nodded swaying on her heels for a moment, she glanced around and realize Blake must have either continued on without her or made herself scarce when she had realized it was Midnight, Ruby's eyes widened in slight realization "Right, also this." She pressed a small white device into Midnight's hand.

"I mean, most of what's on here are my favorites, but I figure it's about time I upgraded." She grinned as Midnight's eyes widened slightly in surprise, she was so great at giving gifts.

"Ruby I can't take this off you," Midnight moved to push it back and she stepped away from him "Hey, consider it the birthday presents I never got to give to you. Besides, I mean it when I say I need an upgrade." She explained quickly.

Midnight stared at the small device in his hand and a warm smile enveloped his face and he nodded "Alright, but only till I get my own. Then I'll give this back, you can do what you want with it after that."

Ruby rolled her eyes "Please just accept my kindness for once, I don't like this stubbornness of yours."

"I'm sure there's something of me that you like," Midnight joked "We wouldn't be friends otherwise."

"Yeah, just about everything." Ruby replied before she managed to get a handle on her speech.

Midnight's eyes did widen at that "W-What?" He asked slowly

"Uh, um. I-that is," Ruby took a breath, she'd come this far, may was well dig the rest of her grave "I like just about everything about you. I like you."

Midnight opened his mouth and for a moment she thought he was going to respond positively, before he tilted his head like someone had spoken to him and his eyes got that far off look in them again, her face fell slightly when he turned his look back to her "I'm sorry Ruby I…" He trailed off "I need to go, see you around."

Ruby's head snapped up and she moved to follow him, but he'd already rounded the corner at the end of the street, she didn't like the way that sounded, it was like there was something he wasn't telling her, she frowned. Blake reappeared at her side "How'd it go?" She asked hopefully.

Ruby shook her head and a rueful smile appeared on her face "Maybe later Blake." She voiced distractedly "Thanks for your help today."

Blake nodded her head slowly as Ruby walked away from her, they returned to the airship and the usually hyper active leader remained silent and off in thought the entire team.

* * *

 _"It's for the best…"_ His copy actually managed to sound sympathetic.

"I don't need pity from you," Midnight growled as he clenched his fist "It's about time for your debut, you ready?"

 _"More than ready,"_ His copy chuckled _"I'll give them a warrior the likes of which no one has ever seen!"_

"I'm counting on it." Midnight just wanted to stop thinking, he wanted to erase her face from his mind, how crestfallen she had looked when he hadn't answered her, his fist tightened.

He'd tell her, the next time he saw her. He'd say it properly. He'd _run_ away more than enough, he shifted his bag on his shoulder and closed his eyes.

He imagined himself slowly sinking into water, the deeper he got the weaker his grip on his own body got, before he felt like he was looking at himself from above, his face split into a wide grin as his eyes shifted darkening. He clenched his fists and his knuckles cracked, he rolled his shoulders and cracked his neck.

"It feels good to move again," His voice was darker, like his own but layered with a more savage edge "It's about time I introduce myself."

He remained quiet in the back of his own mind, observing his copy as he ascended the steps towards a club that looked as though it had seen much better days, he pushed the doors open and strode inside, music blared, lights flashed and people milled about. He approached the bar calmly and placed his arm against it.

The bartended, a man with short black hair and a red tie raised a brow at him "You wouldn't be able to point me in the direction of the White Fang would you?" Midnight asked with a sinister smile.

The bartender lifted a gloved hand and eyed him for a few seconds, he made a gesture with his hand and Midnight tilted his head as someone placed a hand on his shoulder, his eyes flicked to the henchmen behind him, a black suited man with a red tie and dark aviators that covered his eyes gestured for him to get up.

Midnight placed his hand on the henchman's who frowned before Midnight twisted it harshly "I'm not much in the mood for games, if Beacon will not recognize my _unique_ talents, I plan to find an organization that does."

Another hand landed on his shoulder and he lifted a brow, surely no one else wished to have their arm broken, he released the henchman as a tall man with spiked red hair glanced down at him. The upper part of his face was obscured by The White Fang's signature mask, with a few extra red markings.

Midnight knew of Adam Taurus, had known about him for years, the violent dictator that had taken the White Fang and turned it into a terrorist organization for reasons no one could really place.

"Our Organization is always on the lookout for men with, as you say, _unique_ talents," His face twisted into a grin "How about a drink?"

Midnight lifted a brow "I'll take you up on that Mr.?"

"Taurus, Adam Taurus." He introduced holding out a hand that Midnight shook.

"Midnight." Adam inclined his head and the pair took a seat at the bar.

"Of course, proof of those talents will be required," Adam pointed out as he ordered two drinks with a quick wave, the bartender stiffened slightly and poured two scotch glasses before sliding them over, Midnight lifted a hand a flame spun around his index finger, he lifted his middle finger and it froze into a jagged spike, his ring finger followed and a small grey twister spun around the appendage, before finally lighting crackled around his little finger "I see."

Midnight lifted his drink in cheers and downed in a quick swig, he upturned the glass and placed it down against the bar top "I take it a little more proof than that will be necessary?"

Adam produced a small card from inside his breast pocket, he spun it and slid it across the bar to him "Go to this location, we have a business partner there, it's important that he remain _alive_ for now. See to it, that his heart continued to beat within his chest."

Midnight bowed his head as he picked up the card and glanced at the address, Adam gestured for the bartender to refill his glass "Enjoy your drink." Midnight inclined his head again and down the second glass.

"I want to make one thing clear to you," The bartender glanced at him "If anyone asks about me, I was never here."

"Kid, I know better than to screw with anyone that _Adam Taurus_ finds interesting." The bartender scoffed as he took the glass and began cleaning it.

Midnight grinned "Thanks for the drink." He tapped some lien onto the bar and got to his feet, stepping passed the still injured henchmen he walked out of the club onto the street.

* * *

 _Two hours until the Painting the Town incident…_

Ruby noticed the three things on her bed the moment she opened her door, she darted over to them, Midnight's weapon, his scroll and a neatly folded letter were placed on his pillow, she grabbed the letter and snapped it open Blake plopped down onto her bed and watched her small leader carefully.

 _Ruby,_

 _By the time you read this, one of two things would have happened. First, I've successfully left the school and have entered the White Fang in order to get information, I got a tip off that someone in Atlas is supplying The White Fang with experimental military grade technology, we already know they are stealing enough dust to supply an army five times over. Or there's option two I'm dead in a gutter somewhere because I am not nearly as stealthy as I thought I was. Let's just assume I am successful though._

 _I don't know how long I'll be gone, look after yourself, keep an eye on my team for me, they are a little green around the ears, but all of them have potential._

 _Midnight_

 _P.S There is one other thing, Jayce would kill me if I didn't make sure you knew before I left. I love you Ruby, I know this is one of the most terrible ways to tell you, but I don't know if I will even make it back. I wanted you to know, but if, or more specifically when I come back. I'll tell you in person._

 _That much I can promise._

"Ruby?!" The small girl jarred into reality, Yang was in front of her staring at her worriedly, she wiped at her eyes, she must have started crying at some point.

"It's okay I'm fine," She voiced quickly and she took a breath "On the bright side, I finally know how he feels."

She smiled weakly as Yang took the letter from her and read it quickly, she crumbled the note in her hand and her eyes dyed a dangerous shade of red "That….asshat, where does he get off doing something like this?!"

"Yang, calm down," Ruby ordered levelly "Midnight's doing what he believes is right, I will _not_ hold that against him. He is doing something none of us thought of, he is trying, no he _will_ get information that will help us. I trust him."

Yang watched her sister silently before nodding her head in understanding "What are we going to do?"

"We are going to give him a window of opportunity," Ruby grinned, the entire plan coming together in her head "Make sure they trust him completely, it's the least we can do considering."

Yang grinned, Blake nodded and Weiss quickly agreed.

"Aw, you're gonna go off and held Darky save the world without us?" The group started and snapped around to see Sun hanging upside down in the window.

"How did you even get up here?" Weiss asked in disbelief.

"It's easy I do it all the time." Sun shrugged as he swung inside, he winked at Blake playfully and the usually quiet faunus blushed before find the rood incredibly interesting.

"You do _what?!_ " Weiss demanded angrily.

"I climb trees all the time." Sun clarified with a wide grin.

"Uh, yeah, _you_ do. I don't!" A familiar voice exclaimed, Weiss stuck her head out of the window to see Neptune pressing himself as far into the wall as she possibly could "Hey there, Snow Angel, you mind letting me in? We are _really_ high up."

Weiss smirked and held out her hand to pull the boy through the window "So Ruby, what did you have in mind?"

Ruby clapped her hands together "We are gonna be the youngest team of huntresses to ever bring down an evil organization conspiring against the kingdom of Vale!" She explained in a rapid string of words without breathing.

"And how are we gonna do that?" Blake asked

"I am glad you asked my feline companion." Ruby pointed at her and grinned, she glanced at Sun who shrugged awkwardly, which told her that Neptune was already aware of her heritage and she sighed.

She just wanted one secret, it wasn't even that hard of a secret to keep, just don't tell people she has cat ears.

"Blake and Sun will use Blake's knowledge of White Fang operations to sneak into one of their meetings as potential recruits, Yang and I will wait outside for when it inevitably turns bad with Neptune and Weiss. Remember we are doing this to solidify Midnight's position in the White Fang if you see him, attack him, he is more than capable of defending himself, they need to believe Midnight is no longer even slightly connected to Beacon." Ruby explained

Ruby placed her hand in the centre of the room, Yang grinned and placed her hand atop of hers, that was followed by Weiss, then Blake before finally Sun and Neptune placed their hands in the pile "Begin Operation, Paint the Town!"

They threw their hands into the air with a shout and left the dorms quickly.

* * *

Midnight let out a breath as he pressed the cool metal of his new mask over his face, covering his eyes, he could see pretty well through the two slits on either side of the mask. He stood straight to the left of the stage, something large was covered by a tarp beside him. Opposite his position on the stage was one of the lieutenants of the White Fang, the man eyed him warily, but Adam had obviously called ahead. Most people simply avoided him.

As more and more faunus funneled into the warehouse, they began pointing at him and the lieutenant, whispering amongst themselves a White coat and a black ribbon caught his view, a head of blonde and a monkey tailed hovering near the person shoulder. Blake gave him an almost imperceptive nod to which he didn't reply, he shifted slightly and tilted his head towards the lieutenant. It was the best he could to naturally tell her he had spotted her without arousing suspicion.

 _"Hm, that's an interesting reaction."_ Midnight voiced from the confine of the back of his own mind.

"I have no reason to give them away," His copy thought back with a mental shrug "In fact their presence may aid our position."

 _"I agree, just don't kill them…"_ Midnight trailed off _"Please?"_

"I have no reason to do that either, you willingly surrendered your body to me," His copy returned levelly "Even if this is only temporary, your friendships drove you to this decision. As such…I will honor your requests."

 _"Hm, I may have misjudged you."_ Midnight replied calmly.

"Perhaps you did." The lights darkened and he drew himself back to reality, focusing on the scene in front of him.

"My brothers and sisters, our new recruits," The lieutenant moved about a pool of light in the center of the stage "Long have we suffered at the hands of the kingdoms tyranny. But not for much longer," The crowd cheered "We are entering a _very_ productive partnership with an individual who shares our combined dream. True freedom for the faunus will soon be within our grasp!"

Midnight watched the man's back silently and the award for the most pointless cinematic entrance goes to, he thought to himself as Roman was lowered to the stage on a steel grate attached to a small crane.

"What's a human doing here?!" The new recruits immediately voiced in outrage.

Roman flashed his palms "Now now, You guys hate humans, I can completely get behind that, I mean humans are just the _worst_ , case and point," He gestured to himself and grinned as he tapped his cigar "But you see, with my being here I can give you great pieces of machinery like this," The tarp was pulled off the large mech beside him, revealing the prototype Atlesian Paladin Midnight had heard so much about "Fresh off the Atlesian factory lines, even managed to get it a little earlier than expected, think of it as an early Christmas present. That you, noble people will be able to crush these insignificant kingdoms into the ground with."

"Why would you help us? What's in it for you?" A few of the unconvinced recruits voiced.

"I am so very glad you asked," Roman bowed and stomped out his cigar with his cane "Because I, like you, share a common enemy: the ones in control, the military, the government, even the schools! The dirty rotten organizations pulling the strings, the ones to blame for _your_ lot in life. And they're all pests that need to be dealt with!" He grinned bowed "Fortunately, I'm the best exterminator around. No offense to any rodents in the room."

Midnight noticed a flash and he darted forward, ice encased his left forearm as Blake descended towards Roman and he slid in between them. Roman recoiled in shock, the guards shouted and the recruits quickly darted to where they were being told to go, Roman gave Midnight a pat on the shoulder and leaned forward as Blake kicked off the ice on his arm and landed in the crowd.

"I still don't trust you, kid." Roman sneered

"Fine, by me, I'm not here for your trust." Midnight growled, the extra layer on his voice causing even Roman to take a quick step away from him "However, I was told to keep you alive. So _that_ is what I will do. Fortunately for _you_ , I'm the best bodyguard around." He mimicked Roman's earlier movement and gave him a slight bow, to which Roman just scoffed at.

A gunshot rang out and the lights flickered off, glass shattered and Midnight watched Roman board the Paladin and charge through the wall after Blake and Sun "Send a Bullhead to my location, I'm going to make sure our new partner doesn't get himself killed."

The lieutenant nodded his head quickly "New recruits, follow me." He waved his hand for a moment, after he was confident they were following him he left as Midnight darted through the gaping hole in the wall and after the Paladin.

Midnight ripped his head back as Weiss rapier flew passed his head, carving through his mask on the right side of his face, the mask clattered to the ground in two halves and Midnight ducked her second thrust and rotated on his foot slamming a powerful punch into Weiss's guard that sent her sliding away from him.

He stomped his foot and threw his hand towards her, a spear of Ice broke the ground beside him and flew towards her chest, she jumped back and Midnight's fist crackled with lighting as he slammed it into the ground, showering the area with concrete dust and obscuring Weiss's view of him before he darted away.

He was confident Weiss would beat him to Roman as long as he didn't attempt to increase his speed in anyway, the action at least made it look like he had delayed her for a moment.

As he predicted, he caught up to Roman after the man had already lost one of the arms on the Paladin, he approached the mute with the parasol silently, she didn't move to acknowledge his presence, but she was obviously aware he was there.

He watched Yang tear the remaining arm free of the Paladin's body and he let out a sigh "Ladies first?" He offered with a wide grin.

The girl glanced at him lazily and smirked before gesturing for him to go ahead, Midnight rolled his eyes and stepped forward, falling like a pin as Yang was swung around wide and sent careening into the side of the Paladin, shattering the body and scattering pieces all over the ground.

Roman rolled to his feet and brushed off his suit "Just had this thing clean." He complained as Yang planted a foot and launched two projectiles at him.

Midnight flipped around him and dragged his hands up, the ice blocked the two rounds and left most of his face visible to Ruby.

 _"Give me a moment."_ Midnight requested calmly.

His copy obliged, allowing him to step in and mouth something to the small girl, the girls eyes widened and Neo landed beside him as his eyes shifted back, the same grin appeared on his face as Yang shattered the image of them.

The last thing he was Ruby fall to the ground, the moment he slipped the headphones she had bought him over his ears.

* * *

 _A few hours after the Painting the Town incident…_

Midnight sighed as his head hit the back of his bunk, he was given a train cart to himself, as one of the now upper echelons of The White Fang, it made his life infinitely easier, but he had no doubt in his mind he was being monitored.

He tapped the edges of his bed in time to the music playing in his ears, before pressing a small device to the underside of the bed frame with a perfectly hidden flourish, just like he would brandish a knife.

* * *

Jayce smirked as the tracker he had given to Midnight suddenly beeped to life, the group around him sighed in varying degrees of relief.

"They are in the Southeast of Vale, where Mountain Glenn used to be, more specifically, right underneath it." Jayce relayed, Ruby grinned widely, although Jayce could tell it was quite forced.

"Operation Success." She shouted in celebration.

The three teams present cheered, Ruby having explained the situation to both JNPR and the other members of Midnight's team, they had been in unanimous agreement to help in whatever way they could.

Ruby rung her hands together nervously.

 _Be safe Midnight._ She all but prayed as she stared at the steadily blinking red dot on the small map Jayce had created.

* * *

 **A/N: Confessions, Successful infiltrations and a little bit of action, I'm actually really happy with this chapter, so I hope you guys enjoyed it as well, I'll probably do one or two chapters centering around Midnight's time in the White Fang. And to answer any of you that are wondering what I plan to do about the dance, it will still happen. Just not in the same time as the show, it'll be a little bit later. When more of the exchange students arrive and more towards the tournament, because the dance right in the center of first year always struck me as odd.**

 **So, I do hope you enjoyed this chapter and I will see you guys in the next one! Peace!**


	13. Chapter 13

**A/N: "I did not ask for this. These are unauthorized snuggles."- Blake Belladonna (RWBY Chibi Episode 14.)**

* * *

Midnight shifted the mask on his face uncomfortably, it had been two weeks since he had arrived in the White Fang's base of operations underneath the ruins of Mountain Glenn. In that time he'd gained some information nothing on the mystery supplier of the Paladins or who Roman and Adam were really working for. It was obvious to anyone with eyes that the two men hated each other, if they were working together someone else was pulling the strings.

He'd learnt the White Fang was incredibly militaristic in the way it was run, each group of members was lead by a lieutenant, the lieutenant members were considerably stronger than the lower level members, their weapons, armor and masks were usually personalized to some degree as well.

He was classed as a 'special asset.' and he was under the direct command of Roman or Adam whenever they required something done with a bit more finesse than a large number of members could handle. Although it was more of an excuse to keep him close by so that they could keep an eye on him. Despite their eyes on him, the position did give him a form of freedom in his movement. He was able to converse with any member at any point without worrying about overstepping some kind of boundary.

That how he learned that most members of the White Fang disagreed with their current course of action, even among the lieutenants there were quite a few that disagreed, at least discreetly with how the White Fang had begun to operate after Adam had taken up leadership.

He'd also discovered why the White Fang were so elusive and the reasoning was something he should have pieced together a long time ago.

There were a number of villages that existed outside the safety of the main city walls, these villages used personalized militias and often didn't have the money to hire Huntsmen to deal with their problems, they had the capacity to call for military assistance in the event that a horde attacked them. But the time it took for a proper force to mobilize would likely result in the villages decimation.

The White Fang had hundreds of larger units operating in these small villages, supplying food, water, medical supplies and most importantly protection. The people almost revered them, most of the men running these units were older members of the White Fang and they were trying to uphold the name of the organization they had joined they still wanted the White Fang to be a symbol of hope, but not just for faunus for humans as well.

That was the most surprising revelation he had had in these two weeks. Human's had joined the White Fang in these outlying villages, donning the masks and uniform in their entirety to help protect their loved ones.

The Bullhead around him groaned and he took a deep breath. He'd once had a clear cut line on the White Fang, it was supposed to be a simple terrorist organization. But the truth of the matter was it simply wasn't. The White Fang had more than enough potential to be a great organization, Adam had tainted it's name and reduced it to a mere terrorist organization.

Midnight gritted his teeth behind his mask. He'd never liked Adam Taurus, but now he _hated_ the man, just standing straight in front of him made filled him with a rage he'd never felt before. He'd seen him execute members because they refused to kill people.

Adam Taurus had climbed his way to the top spot on Midnight brand new 'people to kill list' and he held the tremendous honor of being the first and _only_ person to be on that list.

The door in the side of Bullhead opened and the plane came to a halt, Midnight stepped forward leisurely and gravity took a hold of him, hurtling him towards the ground like a stone. He rolled in the air to stare at the retreating Bullhead and let his eyes drift closed for a moment. He flipped over abruptly as he hit the ground, which cracked beneath the force of his landing, people ran passed him and shouts could be heard in the distance as well as some small arms fire.

A number of smoke pillars stretched into the sky, he was standing on the main dirt road of a small village on the eastern side of Vale, some of the other villages had reported a larger horde of grimm amassing in this direction and he'd been sent to deal with it whilst they outfitted a unit to take up a permanent residence here.

He'd arrived a few minutes after the first wave, some of the fires seemed to have been lit by the villagers themselves, in order to funnel grimm into the street he was currently on. The few people with weapons retreated passed him and slid to a stop beside anything they could take cover behind him.

"If you have a safe house I suggest heading their now," Midnight announced as he widened his stance and lowered himself "I'd rather you not get in the way."

"Who the hell do you think you are? This is our home, leaving _one_ man to protect it seems foolish to me!" The man who had shouted back at him seemed to be in his low thirties, he was likely semi-experienced with Grimm attacks, he might have even been a drop out Huntsmen, his weapon certainly didn't look standard issue.

Midnight stared at him for a stagnant second and sighed "I'm not going to argue, do as you wish. But if you get into trouble I will be too busy to assist you."

A growl caught his ears and he whipped around, his foot connected with the Beowolf's side and the beast howled in pain as bones cracked beneath the blow and it was sent careening into the pack behind it, sending a few of them flying.

The glow of Midnight's eyes illuminated the small slits that covered his eyes, they glowed a dark gold as he focused on the grimm in front of him and slammed his fist into his palm, knuckles cracking menacingly.

The grimm hesitated for a moment before charging towards him, he didn't wait for them get to him, he slammed his foot into the ground and a few of the stones he'd knocked loose when he landed rose to eye level.

Lighting cracked between his fingers as he lifted his hand and slammed it into the rocks, which promptly turned into a number of small molten projectiles, thunder cracked as they ripped through the air at the rushing grimm. Striking and piercing through a number of the beowolves in the front.

He launched forward and slammed his fist into a beowolf's head, the beast howled as it was thrown back and the others leapt at him, claws slashing towards his head, he spun his hands and held them at his waist, the air around dropped in temperature abruptly and large chards of Ice speared from the ground to block the attacks.

His eyes darted to the nearest group of targets as they moved to circle him, he stomp his foot and the spears of Ice around him expanded outwards, growing spikes that face towards the encroaching grimm. He lifted his hand and clenched his fist, a gust of wind picked up around him before lifting a few of the beowolves off the ground and pulling them towards the circle of spikes abruptly, the beasts growled in surprise as members of the pack were impaled on the spears of Ice.

Midnight glanced behind him as the Ice defending his back cracked, he lowered towards the ground and jumped into the air as a claw broke through the chunk of Ice showered small pieces of the crystal on the ground. The Alpha snarled at him and swiped with its other hand, Midnight shifted his head out of the way of the attack before placing his palm on the creatures head.

His hand glowed for a moment before a sound similar to a gunshot went off, the blow back flipped him into the air as the Alpha's body toppled to the ground with a thud, head missing from its shoulders.

He landed heavily on the back of another wolf and booted it forward, using it's body as a improvised shield as it's pack mates slashed clean through it with snarls of rage, having watched him cut down their leader.

He weaved out of the claws range deftly before driving his fist forward, a spear of Ice extended from the ground and drove through the creatures chest, he flipped around and connected his boot to another's head, sending it slamming into one of the other creatures, he shifted his stance and a wall of Ice erupted behind the creatures flight path, large spikes extending towards them as they slammed into the wall with a audibly squelch.

He shifted and slid his shoulder back as a Ursa claw flew down at him, he tumbled back and flipped over landing with a light thud, his eyes scanned the field in front of him for a moment as the second wave of Grimm arrived, more Beowolves, accompanied by an a large number of Ursa, his eyes continued to trail over the horde until he found what he was looking for, standing in the back watching him almost carefully was the Ursa Major.

Spikes lined its entire back as it stared at him for a moment, as if sizing him up from a distance before it rose on its hind legs and let out a roar, somewhere in the distance he heard the telltale screech of a giant nevermore and he grimaced. A nevermore in the sky would put a strain on reinforcements, Bullheads had always been ill-equipped to fight the giant flying grimm.

Midnight tugged his sleeves up his arms slightly as he took a deep breath, the wind around him picked up, pulling at the coat he wore over his White Fang uniform, the grimm glanced around nervously as the air turned unnatural, the beats nostrils flared and they eyed him warily.

The Major let out a second deafening roar and whatever apprehension that had held the grimm back vanished, but the moment's hesitation had been more than enough time for his preparations, as the wind around him picked up its speed, the beowolves began lifting into the air first, followed a few seconds later by the ursa.

Midnight's mouth split into a wide grin as the last of the creatures that rushed him was lifted into the tornado he had created around himself, the air whipped around dangerously and he placed his palm against it, a orange glow filled his palm before the tornado roared to life, fire taking root in the torrent of air. The ashes of the horde of Grimm fell around him like black flecks of snow, the white of his mask dyed black with soot as the Major rushed towards him, He slid his hand over his arm, a large sharpened scythe like blade extended off his forearm and he charged forward, the ursa swiped at him and he slid beneath the arm, slicing at the things hind leg as he moved passed it. The creature growled at him and whirled around claw coming down at his head, he jumped back and it raced after him, teeth clamping inches away from his face as he drove his arm up.

The blade on his arm sliced through the things chest as its mouth snapped closed near his face, he didn't flinch as the red light in its eyes died out and it's body began to melt away.

He stomped his foot and the Ice he had created shattered around him, the small crystallized droplets fell around him.

The screech of the Nevermore reached his ears again and the weapon on his arm shifted as he focused on it, taking the form a thing lance, he threw the weapon into the air lightly and caught it, twirling it almost idly as the Nevermore tore over the trees, it spotted him standing dead center of the ashes of its fallen brethren and let out a screech. It's feather whistled towards him and he shifted his foot, a thick wall of Ice erupted in front of him. Blocking the blow as he reared his hand back, lighting crackled between his fingers tips as he widened his stance.

The Ice shattered and he launched the weapon, thunder cracked and the ground beneath his feet cracked as the force of the throw enhanced with the crack of lightning forced him into the ground. The spear punched right through the center of the Nevermore's chest and continued through into the air, the beast wobbled before collapsing into the forest lining the edge of the village with a loud crash.

Midnight placed his palm against his neck and cracked it idly as he turned around, he walked past the member of the militia that had spoken to him earlier. The man's eyes widened as the boy strode passed him without breaking stride. The man silently thanked every deity he could think of that that boy was on his side.

"Hm." An unfamiliar voiced hummed and Midnight turned abruptly to where he thought the source of the sound was only to find the ally he was staring at completely empty, he frowned.

 _"I heard it too."_ Midnight relayed to his copy, their attention shifted to the approaching Bullheads and he straightened quickly.

A lieutenant stepped out of the first Bullhead to land and approached him quickly "Report." The man ordered flatly.

"The First and Second waves have been dealt with," Midnight's voice was muffled by the steel he spoke through, making the layered voice of his coffee just a little bit more intimidating "I also downed a Nevermore. I am unaware of the enemies current numbers."

The lieutenant nodded quickly "Thank you for your assistance. My men and I will handle things from here."

Midnight inclined his head and the lieutenant strode passed him and greeted an elder of the village as his men darted passed him into the forest beyond the village.

Midnight glanced around himself again, looking for any sign of the mysterious voice from earlier or anything that would give him the feeling of being watched that he currently had coursing through his veins.

He grit his teeth and growled lowly as he stomped passed the low level members of the White Fang, most gave him a wide breadth the moment they spotted him. The few that didn't notice until after they bumped into him, wisely held their tongues.

From his time with Qrow, Midnight had learned one thing quite quickly, all of these outlying villages had at least one seedy tavern that the militia and any swords for hire or criminals would frequent. He hoped the person that was so hell bent on watching him would follow him, the establishments made sure to black out their windows so no one could peer in from the outside.

As he made his way through alleys and narrow streets he noticed the village he was in wasn't actually in the worst of shape compared to some he had been in the last few weeks. Most of the houses seemed well maintained and the streets were all quite clean, he was about to give up on the seedy tavern idea when he caught sight of the sign he needed.

One of the posts that held up a small porch like area in front of the building he was standing front of him was painted black, three white claw marks carved into the wood, he walked through the door and the familiar smell of smoke and alcohol filled his nostrils. He strode through the place and plopped down heavily in a seat that rested against the wall, allowing him to watch the door easily. He ordered a drink but didn't take a sip, just nursed it in front of him as he watched the doorway.

"Do you honestly believe I would just walk through the front door after I revealed myself to you?" Midnight gave no outward indication of his surprise at the man appearing in front of him as if out of thin air, his eyes trailed up the man body and he clicked off his mask to take a sip of his drink.

The man wore a think black cloak, in fact it may have been a woman for all he knew, the voice sounded like that of a man way into his old age, but he couldn't completely rule out the possibility. The person spun the seat opposite him and sat down on it, his hands crossed over the edge and his chin rested on his forearms. He swore he saw a flash of gold behind the darkness that was the man's hood, the stranger gestured for a drink which was placed in front of him after a moment.

"Regardless, you are in front of me now." Midnight shrugged after the man took a sip of his drink, having grown tired of the long silence that had passed between them.

"You would be right about that," The stranger accepted with a tilt of his head in acknowledgement "But I have no desire to speak to the manifestation of a child's instinct."

Midnight's eyes widened imperceptively "Do not speak of matters you do not fully comprehend _old man_." Midnight growled warningly.

The stranger chuckled in amusement "Oh Child, I understand more than you realize. But that is unimportant."

"And what, pray-tell _is_ important?" Midnight snapped in irritation.

"As I have said, I have no desire to speak with this side of you," The stranger shrugged "I will give you four seconds to decide what you will do."

The stranger held up a black gloved hand with four of his fingers extended, he drew on down and stared at Midnight for a moment.

 _"Shall we humor him?"_ Midnight asked with a mental shrug.

The man had just drew down his third finger when he shrugged "Very well." Midnight's eyes lightened as he took control of his body and rolled his neck, the joint giving off a few pops that caused him to sigh in relief.

"You are in the wrong place boy." The stranger voiced levelly.

Midnight frowned "I believe we have done quite a bit of good in these villages." He replied flatly taking a sip of his drink.

"Oh yes, you've done plenty strengthening the organization that wants to obliterate humanity." The stranger mocked.

Midnight's eyes narrowed "You've been warned once already about speaking of things you do not fully _comprehend_ I second the notion of caution, Old man." Midnight growled threateningly.

The stranger flashed his palms in apology "The personal beliefs of Adam's men mean very little to him. They fear him, the moment he tells them to abandon these villages to attack Vale. They will do so without so much as a second thought."

"What do you mean attack Vale? I've heard nothing of this." Midnight glared at the man opposite him and the stranger leaned back.

"I know you are not naïve enough to believe they trust you." The stranger explained.

"You are correct, there is someone pulling the strings behind The White Fang and the criminal Roman Torchwick, that person is in Vale. Infiltrating Beacon as we speak." The stranger explained calmly, as if he was discussing the weather.

"Who is it?" Midnight demanded.

"Hah, now where would be the fun in me telling you? Besides, there is a lesson you will learn in all this. It is a lesson that must be learned through experience. But I'll give you the opportunity to gain some information." The stranger chuckled.

Midnight knew he did not imagine the gold glow where this man's eyes would be, the right eye twinkled a dark gold, just like his would when his copy was in control of his body. Midnight didn't comment on it.

"I'll give you a simple riddle, answer correctly and I will give you a detail about your favorite infiltrators little plan. But in return you must answer a question of mine." The stranger chuckled lightly as if he had said something quite amusing.

Midnight lifted a brow, he didn't really see a con in all this "Very well ask your riddles old man."

The stranger rubbed his hands together for a moment "The more you have it, the less you see. What is it?"

Midnight peered at the contents of his glass for a moment, pondering the riddle for a moment, he glanced up at the bar behind the man in front of him. The sun streamed in through the door, the lanterns in the place were lit by the bar itself cloaking most of the seating areas in darkness. The sun was slowly dipping down and the area of dark proceeded to get slightly larger, he tilted his head and smirked.

"Darkness. The more you have of it, the less you see." Midnight answered smoothly.

The strange chuckled "Correct."

"So, out with it. What's this infiltrators plan?"

"The CCT Tower, the communication hub of all the kingdoms if into darkness that falls Vale will surely fall with it." Again the glow in the strangers right eye returned as he laughed as if he'd just told an hilarious joke.

Midnight watched the man impassively as he placed a finger on his chin, thinking for a moment "You left your friends, the girl you like, your school and dreams behind to chase information on a shadow that may not have even existed. Why?"

Midnight frowned, he didn't know how this man knew so much, it both irritated and intrigued him he took a breath "As you are aware I live with a copy of myself that at the time, wanted nothing more than to hurt everything I cared for."

"Does he no longer want to?" The stranger asked as he titled his head, cloak ruffling slightly.

"I know believe that I had misjudged him. While he is ruthless, unforgiving and merciless in combat. He has not killed a single person. I do not believe that _grimm_ deserve to be treated humanely and I care little about his methods for exterminating them." Midnight returned flatly, he had a feeling this man would know if he lied "I left in hopes of keeping my friends safe. I did not wish to lose control of myself."

"Then you must accept yourself," The stranger replied as if it was obvious "All of you exists for a reason, you are not at your strongest when you are at war with yourself."

Midnight clicked his tongue "I answered your question, I did _not_ ask for unneeded advice, give me your next riddle old man."

The stranger laughed again "Ah, the impatience of youth," He paused "Very well then. Always running, never walking. Often murmuring, never talking. Has a bed but never sleeps. Has a mouth but never eats. What is it?"

 _"You're teacher asked you this same questioned a few months after he first began training you," His copy chuckled "Do you remember the answer?"_

Midnight frowned, he could honestly say he didn't.

 _"A River."_ His copy voiced simply.

"A River." Midnight answered flatly.

"I should have known better than to try and sneak that passed two minds," The stranger laughed "The person you are looking for has two accomplices, because they do not like the term friends. One like a gem, has been shrouded in the dark but at the heart is not evil. The other flowing poison is not as they seem."

Midnight growled "If you're going to give me information do not make it a second riddle, I learned nothing except there this person has two allies."

The stranger's right eye glowed again as he chuckled "The answers you seek will never be obvious, you must learn to search underneath the mask. You must look passed everything. Underneath the underneath in a manner of speaking."

"If I was to tell you, you're friends would be arriving at Mountain Glenn in the next two weeks because they were worried about you, what would you say?" The stranger transitioned into his question smoothly, leaving Midnight pondering his earlier words for a moment.

"I would be glad they are worried, it shows they care. But in turn putting themselves in danger for me doesn't make me happy." Midnight replied with a sigh.

"You must come to terms with the fact that your friends are also hunters and huntresses. Danger is their career, it will follow them constantly and someday it may even claim their lives, but you choose to be here. To keep them safe you have left them, you are denying yourself in this regard as well." Midnight rolled his eyes, he didn't need self help lessons from some stranger at a bar in the middle of nowhere he needed the names of the people plotting against Vale.

The stranger downed his drink fluently and got to his feet, he tapped a few lien on the table and his right eye glowed with amusement again "I know you want names, but if the hero was told who his enemy was at the beginning, then there would be no journey. Without the journey you learn nothing. I will not give you the names of the people you are after. In fact I have already given you the means to find them."

Midnight watched the stranger turned quickly and walk away, before he reached the door he began to disappear, like he was being blown away by the wind he just turned to dust and disappeared.

His eyes widened and he glanced at the bar to see the bartender had walked to the back for something so he hadn't seen anything. Midnight clipped his mask back on and he paused for a second "What should I call you?"

His copy chuckled for a moment " _Rai_. _You may refer to me by that name."_

"Well, Rai, I'll be leaving this to you again." Midnight whispered quietly as he exited the bar, his eyes shifted as Rai took a hold of his body.

 _"And back to Mountain Glenn we go."_ Midnight sighed, Rai nodded his agreement as he glanced around.

* * *

Unbeknownst to the two, they were being watched as they left. A pair of golden eyes watched the boys back as he left the bar, from his perch atop a building across the street the 'stranger' watched with a ghost of a smile on his face.

 _"He is much like you were, in your youth."_ A voice pushed into his mind in amusement.

"No," The stranger shook his head as he rose to his feet and turned in the opposite direction "He is much better."

* * *

Ruby exhaled slowly as she tightened her grip on Crescent Rose, she leaned back a moment before launching forward, disappearing from her position and leaving a small trail of petals in her wake. Rotating in the air she brought Crescent Rose across, locking the blade around a Beowolves neck and using the creature as an anchor point, she hovered above it before firing her rifle, bring the blade through the monsters neck.

The pack mates of the creature growled and pounced at her, Ruby smirked as she planted her feet on the inside of the blade and flipped it around, firing it and turning herself into a quick spinning blade. She cut through the center of one of the wolves before spinning the scythe around her arm and ramming the end of the blade into another. She fucked a swipe and jumped forward planting both her feet on the creatures chest she kicked off. She brought her weapon around and fired, shaving the top half of the Beowolf's head clean off.

She landed and pivoted extending the scythe around another creatures ankle she fired to generate the force required to rip it's legs from under it. She spun her weapon around her head, decapitating the thing in front of her and cutting through the legs of another approaching behind her. She changed the spin and let the scythe bounced off the ground as she ducked, the blade embedded itself in the creatures hand and she grabbed the weapon and fired. The barrel lined up with the beowolf's chest and the creature toppled back.

She rolled back and kicked the blade up with her foot, the weapon flew over her shoulder and she shifted into the spin and brought it down, slicing another wolf in two as she planted her foot and let out a shout as she dragged the weapon across. Cutting through the waist of another wolf and coming to a stop.

 _"Simulation forty eight, Beowolf Ambush Complete. Ruby Rose, solo score of fifty seven thousand eight hundred and forty five. Previous score, fifty five thousand four hundred and twenty seven."_ A computerized voice droned on methodically.

She planted the tip of Crescent Rose in the ground and breathed in greedily, Midnight had been gone two weeks and they had heard _nothing_ from him. They knew he had been on the move a lot, mostly working on villages near the borders of Vale. Last she had heard, he'd been seen combating a large horde of Grimm. On his own.

She shook her head abruptly, he was fine. According to Jayce he was once again heading back towards the site of Mountain Glenn. Meaning he would be in their base and relatively safe.

You know, if you didn't count the unknown number of faunus hell bent on the destruction of the city.

Okay, so maybe they had heard _something_. But the message they had received from him was spotty and difficult to translate at best.

" _They key is the CCT. Stay on guard._ " They had already agreed they'd be taking a mission in the southeast of Vale the moment they were able, fortunately they'd be shadowing a professional Huntsmen in two weeks time. They'd be able to clarify Midnight's message and bring him home.

She finally caught her breath and walked over to the small simulation control, scrolling to the last one she had run, she scrolled to the next one and hit start. Not even bothering to take a look at the enemy type or number. She just wanted to stop thinking for a few minutes.

She'd already imagined every possible scenario in which they failed to get Midnight out in time. She'd already imagined he'd been caught and had been spending the last month being tortured, despite Jayce's assurances that the tracker had been moving. They could have found it and put it on one of their random Bullhead's, just to fool them into thinking he was okay.

She grit her teeth and widened her stance giving her head a specifically violent shake, it wasn't going to do her any good thinking about the worse case. What was the best case? Midnight was perfectly fine, he'd infiltrated successfully gotten all the information he needed and when he came back they'd finally go on a real date.

Now _that_ was best case scenario.

She nodded to herself in satisfaction as the same robotic voice finished her countdown, starting her next simulation.

A group of Beowolves appeared in front of her, a few ursa and behind them sat a large group of robotics, her eyes narrowed as she reloaded Crescent Rose and drew it behind her.

She decided that Midnight would have his work cut out for him, if he wanted to get his high scores back on these simulations.

* * *

 **A/N: A way shorter chapter this time around, the last few have been pushing 10k if now more so, the next one will likely be quite long as well. As technically it's going to be the conclusion of Volume 2 and its lead-up.**

 **Now, a few things. First, the OC that communicates with Midnight is** _ **not**_ **Midnight from the future I just wanted to set that in stone. Now, there is a small (Pretty much insignificant prize.) For the first person to guess the 'stranger's identity and position within this fiction. Ever wanted to be a RWBY character? I figure an OC based off of one of my readers might be fun. And I'm going to need some to fill up the Volume 4 that I have planned, as far as Vol 4's cannon is concerned, I will watch it and decide what I will use and what I won't as it comes out. The same way I decide whether or not to use most cannon actually.**

 **Secondly, I've started drawing! Not my OC's (Yet.) The plan right now is to draw RWBY characters from screenshots of the show until I get to a point where I can draw them without staring at a still frame of them. Then I'm going to tackle drawing my OC's for this fic/covers and all that jazz. For those of you who want to follow my progress, the first picture is up on my Tumblr. It's under the exact same name as my account name here and it's a picture of Ruby (That I am praying is not horrid.)**

 **With that, I hope you all enjoyed this chapter and I will see you in the next one, remember reviews are love. Tip your waiters and waitresses and….stuff, anyway peace!**


	14. Chapter 14

**A/N: I know the title change came out of nowhere right? To be honest, 'Midnight Rose' had always been this fictions working title while I nailed down a few details surrounding Midnight, the old summary was much the same. I'm much happier with the new summary and new title, so this is the one I've decided to keep.**

 **So, everyone who has actually responded to the last chapters challenge…thing, has been right about the first part of the question. The 'stranger' is lined up to be Midnight's dad. But the more important part of the question was who exactly Midnight's dad was, everything that one would need to figure it out is in the last chapter and I look forward to some theories.**

 **With that I hope you all enjoy this chapter!**

* * *

 _72 hours before the breach…_

Blake stared at the journal of her former mentor, looking for any kind of information that might give away what the White Fang leader could possibly planning by entering a partnership with Roman Torchwick.

She glanced up at the her teams small leader, Ruby had managed to keep her outward demeanor almost unchanged despite Midnight's absence. But Blake had noticed very subtle changes in the girl mannerisms. Her insane scores on almost every simulation did nothing to defend her case, she practically lived at the training hall these days.

"Have you ever considered…" Blake trailed off, trying to find the right words when Ruby glanced at her "Taking a break?"

Ruby scoffed openly in response and rolled her eyes " _You_ certainly aren't in a position to tell me that, you looked in the mirror recently?"

The girl had her there, half the reason Blake knew Ruby was doing too much was because she was awake when the small team leader would come back to the dorm, always in the early hours of the morning, the girl would barely manage stealth, dropping her weapon on whatever flat surface caught her eye first and climbing into her bunk wordlessly.

But Blake was only going over information they knew, she wasn't working herself to physical exhaustion, her situation was entirely different. She was older and she knew what she was doing.

"You're going to burn out if you keep it up, you need to rest." Blake responded sternly, eyeing the girl flatly.

"That's nice and easy for you to say isn't it?" Ruby snapped at her, the small girl paused, sighed and pinched the bridge of her nose "I'm going to practice, if anyone needs me they know where to find me." Ruby stormed off, all but bowling Sun and Yang over as she rounded the corner, the small girl didn't even turn to mutter an apology.

Blake stared at the red hooded girl in surprise, she'd never heard Ruby raise her voice let alone snap at someone so quickly, Blake frowned, she probably could have handled that better.

"What was that about?" Yang asked, Sun chorused his own curiosity with a tilt of his head, he flipped his chair around and planted his chin on his folded arms.

"I told Ruby she might need to take a break," Blake voiced unconcernedly "I'm trying to look out for her."

"No offense Blake, but with how you've been all Blake-y lately," Yang put her name-verb thing in quotations as she spoke "You're not really the poster girl for taking it easy."

"I know what I am doing, I have experience dealing with these kinds of stress," Blake countered eyeing the pair of blondes levelly "I have this under control."

"Really?" Sun asked flipping out his scroll turning the camera to her and showing her own reflection to her.

Dark bags clung to her eyes, her skin was a shade whiter than usual.

"Cause as far as I'm concerned you look just as unhealthy as Ruby does," Sun spoke strongly, clearly not amused that the people around him were destroying their bodies out of worry "You need to stop just as badly as Ruby does, so if you agree to have a break. We will let you talk to Ruby, you want to help her right?"

"That's why I mentioned it in the first place," Blake returned before sighing "Okay, I understand. I'll take it easy. We leave to get Midnight back in three days, I'll be in top condition by then, so will Ruby."

"Good, I'd rather not have to tie the pair of you to a bed and make you sleep." Yang sighed dramatically, like she would be the one hurt in such a scenario.

"Oh, you're right. I can't imagine you enjoying that at all." Blake voice sarcastically, the blonde just chuckled in response.

Blake glanced at Sun, he had probably been more worried about her than he let on, her face fell slightly as she place a hand on his shoulder "Sorry, I'll be more careful from now on."

Sun nodded his head and Blake continued passed him, fighting a rising blush with pointed strong steps.

Yang lifted a brow at Sun, who got to his feet calmly "Nope, you aren't getting your daily dose of drama from me." He voiced resolutely, ignoring Yang's pout as he spun on his heel to leave the room, he was kind of hungry. Maybe's he'd go steal something.

* * *

Ruby stared at the expansive ceiling of the training room she was currently collapsed in, she'd _never_ failed a simulation before. It was always a flawless run, she'd never been hit. Never made a mistake. Her head was still spinning and her entire body burned from exertion, she closed her eyes and a took a deep breath.

Maybe Blake had been a little bit right, she should probably take a break.

She shook her head, no she'd just let her mind wander, she'd be fine, she just needed to run this one again. Everyone made a mistake once in a while, she needed to be at the top of her game for the hunter shadowing at the end of the week.

She ignored the shaking of her hands as she picked up Crescent Rose, closing the weapon back into its more manageable form as she walked over to the small console, well limped would be a better description of her current form of movement.

As she reached the console a hand caught hers before she could input any commands, she glanced up to see Blake stared at her calmly, the black haired girl shut the small console down and led Ruby over to one of the many benches around the room and sat her down wordlessly.

"Ruby, I realize I may not be the best person to tell you to take a break," Blake began slowly "But it's been brought to my attention that I am losing sight of myself too much and I still think it's important for you to stop."

Ruby rubbed her forearm for a moment before she finally spoke, her eyes focusing on the other half of the room "You guys don't get it, it's not that I don't see that. I know if I don't stop I'll eventually break but…" She trailed off

"What?" Blake pushed lightly

Ruby launched to her feet and paced hastily in front of her, muttering something she couldn't quite catch "I can't sleep!" Ruby finally exclaimed.

Blake sighed for a moment "I want you to explain that again, this time so I can hear you."

"I'm not like you guys," Ruby began flatly "Yang's got Jayce right here, You've got Sun, Weiss and Neptune have been getting along well, but Midnight is underneath a ruin, surrounded by people that _will_ murder him the moment they realize he isn't one of them. What if they already found him out?! What if they've been torturing him _all_ this time and we've been here, attending classes like none of this is happening! How am I supposed to just calmly go to sleep when the guy I have been in love with for _years_ could be slowly dying in a White Fang cage?!" She huffed, shoulders heaving with the volume of air she had expelled in her rant.

Blake didn't really have a response with that, the truth of the matter what she had that thought herself, it would be very easy for the White Fang to fool the tracker in the event they had found it, she knew the White Fang and Ruby's fears were not without ground.

"Even if that were the case and our mission in three days was a rescue mission, _nothing_ good will come of you collapsing. Do you think Midnight would appreciate this? You're pushing yourself to exhaustion just to sleep, you're barely eating and you're stressing over something that is simply outside of you control." Blake voiced strongly "It's not that I don't agree with you, Midnight _is_ in danger, but I admire the strength and courage it took for him to walk into the White Fang and I guarantee, that even if they found him out and even if they tortured him. When you see him next, he'll make good on his promise in his letter and he'll do it with that cocky little smirk we all hate so much." Ruby seemed at least minorly reassured by the words.

Ruby let out a small chuckle "He survived eleven years of training with _my_ uncle, I don't think the White Fang have anything on that."

"I know you trust him, I also know you're going to worry. I think he probably worries about you all the time, so when you see him. Make sure you give him one less thing to worry about, okay?" Blake offered with a small rare smile.

Ruby nodded, her hand coming to her mouth as she let out a yawn "Well, I am going to take your advice and I'm going to sleep for three days." She joked throwing her hand into the air in a mock battle cry.

"Midnight _will_ be fine Ruby, even I can promise that much." Blake nodded and Ruby smiled gratefully before walking passed her, obviously planning to make good on the while 'sleep for three days' plan.

Blake walked over to the small console and opened it, as she scrolled through the scores she glanced at the spot Ruby had been sitting.

At this point, the girl had earned three days of sleep.

* * *

 _48 hours before the Breach…_

"What the hell do you mean 'no?'" Jayce practically snarled, he didn't care if he was speaking to two of the highest ranking men in the entire continent.

"I am unsure of what you would be confused by," General Ironwood titled his head ever so slightly "Was 'There is too high a concentration of Grimm for a first year to handle' not clear enough?"

Jayce glared at the man with such force that Ozpin almost laughed, many years ago this situation was perfectly reversed "Jayce, I understand you're motivations, but a single team of first years simply does not have the experience necessary to deal with that magnitude of Grimm."

Jayce's eyes turned to Ozpin "I plan to make myself abundantly clear, you allowed my best friend, our team leader and one of these _inexperienced_ first years to infiltrate the White Fang to gather information," Jayce punched each word home with venom "I plan to go and get him back, as do the members of team RWBY and nothing _either_ of you say will change my mind."

Jayce spun on his heel and strode from the headmasters office, Ozpin sipped at his coffee and watched the boys back calmly.

"Ozpin, is what the boy says true?" Ironwood asked curiously

"Yes, I allowed Qrow's student to infiltrate the White Fang." Ozpin replied matter of factly as he picked up his scroll "Just as I plan to allow RWBY and the rest of Midnight's team to go after him."

"We just agreed-"

"I have changed my mind, this particular group of students will be able to handle it." Ozpin voiced simply

"I disagree, a coordinated military team-"

"Would lack the tact or stealth to correctly pull this operation off and you know it, unless you wish to volunteer a specialist." Ozpin lifted a brow at the man.

"I'll assign my best soldier to the mission," Ironwood returned confidently "Winter would be perfectly suited for a mission such as asset retrieval."

"And the Schnee heiress would have no issue retrieving a faunus from a heavily guarded White Fang hideout?" Ozpin asked

"Say what you will about her father, she is not so narrow minded as to be drawn into something as petty as discrimination." Ironwood responded levelly.

"You'll have no issue with my also assigning Qrow to this mission then?" Ozpin asked

Ironwood paused, knowing his subordinates rather….colorful opinion on the Hunter, an opinion that he shared, not that he'd ever voice that to Ozpin "I am confident the pair of them could be professional." Ironwood voiced surely.

"Well, I am not," Ozpin returned flatly, the general's shoulder relaxed invisibly behind his coat "You brought a fleet to my city and you speak of caution, this is my method of caution. I will send the people I trust to retrieve my own valued student, I have no doubt they will succeed and the atlas military will _not_ interfere, am I completely understood?"

Ironwood straightened and inclined his head "Of course Oz."

James had known Ozpin for many years and the man had not ever been one to use that tone with him, they had always conversed as friends even if they disagreed. Obviously the fleet he had brought may have been…overstepping a bit, it did look as through the general had no faith in Vale's military power.

It couldn't be further from the truth, the general knew full well exactly the caliber of warrior Beacon produced, Qrow was a prime example, even if he didn't like the hunter, he could not refute the man's exceptional skill.

He hadn't known the grizzled hunter had taken on a student, he actually felt curiosity gnaw at his gut. What kind of child would prompt the great solo hunter _Qrow_ to stop and train him.

* * *

 _36 hours before the breach…_

Midnight stared at the faunus across from him stoically, his face betraying nothing as the two stared each other down. The black haired bear faunus glared at him in annoyance "You're gonna tell me exactly what this is." He voiced flatly

Midnight didn't flinch as the faunus slammed his fist against the small crate they were using as a table, holding up a small set of fake bunny ears and glaring at Midnight "What I thought they'd complete you're whole bunny look."

The men to either side of Midnight snickered, Midnight's hand hovered at the edge of his headphones, his face still unmoving as the bear faunus face contorted in irritated indignant rage "I am a _bear_! Not a bunny, just because I happened to get the heritage of a bears _tail_ doesn't make me a damned _bunny_."

"Hey!" The bear straightened "Sorry dear, I have nothing against your kind, just making an angry point."

"Really?" A hand was placed on Midnight's shoulder, the boy glanced up at rabbit faunus that looked down at him.

Midnight shrugged "I think he might just be losing it."

She glared at the bear across from her, he grinned nervously and scratched the back of his head "Have I ever told you how adorable I think you're little tail is?"

"Oh, you think you can smooth talk your way out of this?" She asked, cracking her knuckles angrily "I think I need to teach you a little respect."

The bear made a sound between a whimper and a groan as she shifted back, Midnight shifted slightly as she leapt forward a pie tray appearing in her hand before slamming against Bear's face, cream flying outwards from the tray, the thing fell and the cream clung to the faunus's face.

A large clump fell to the ground and his eyes revealed themselves as widened in shock "W-W-What the hell?!" He demanded in utter confusion.

Midnight smirked as he high fived the bunny faunus and she grinned "Please, you've gotta learn to look underneath the underneath." Midnight voiced sagely

"The whole thing?" The bear asked in disbelief as another clump of cream fell from his face.

The bunny leaned over, taking a large clump of cream on her finger and placing it in her mouth an innocent smile on her face as she ate it "Mmhmm." She hummed around he mouthful.

Someone whistled from another part of the cave and Bear just stared at the roof in shock, the bunny moved passed him with an obvious shake of her hips "Come on, we better get you cleaned up, don't you have a mission later?"

"Later Cream Bear." Midnight teased as the couple walked away, revenge was such a wonderful feeling.

The bear faunus and a group of faunus had quite literally dragged him from the bed and tied him up outside his room about a week after he had arrived, he had been _so_ sure they'd found him out and were about to execute him when a cream pie had been spattered against his face.

Apparently it was some kind of initiation ritual among the younger faunus, he'd been planning revenge ever since. The opportunity was a newbie bunny faunus that shared an obvious crush, a quick discussion about the plan and the promise of some alone time for the pair had given her all the motivation she needed to play the scary type for a few weeks.

He slid his headphones back on and let out a sneeze, he rubbed his nose as the faunus to his left spoke "Cold?"

"Not really, a lot of dust down here though. Sensitive nose you know?" Midnight returned, the cat faunus beside him nodded in understanding and Midnight hit play.

He leaned his head back as Red like Roses part two began playing in his ears.

* * *

 _24 hours before the Breach…_

The student body of Beacon gathered in the same chamber their teams had once been announced, Jayce stared at the expansive ceilings above him.

It felt like much more than most of a year had gone, the tournament approached steadily, their second year, actual missions all of those things were less than a few short months away.

He glanced around him, team RWBY stood straight to his left, excitement wasn't the emotion that waved off them. Focus did, students gave them a wide birth as the microphone squeaked to life and Ozpin approached the stand.

Jayce glanced at the latest additions to Midnight's team, Daera and Ivara looked every bit as resolved as the rest of team RWBY, in a way Midnight had given them the opportunity to live their life's aspirations. It helped that a position as huntsmen and huntress would allow them to look into their father's death in detail.

Ozpin took a breath "Today, the first year students will be taking their first step on the journey to becoming professional hunters. You will be shadowing those professionals you likely hold in such high regard. These missions will not be like your classes, the field is an unforgiving place and these missions will help you learn that with the moniker of safety we are able to provide you. But make no mistake these missions will test your ability, stick close to your hunter at all times and follow all of their instructions. If you do not, it is entirely possible that you will die." Ozpin ended the speech with a flat look over his student body, the excitement having been curbed completely by the reality of the missions they were about to undertake.

Jayce took a calming breath and walked towards the terminal marked 'Search and Destroy.' knowing that the best bet for a mission in the southeast would be under that category, he spotted it immediately.

Ruby padded up beside him and hit the same mission "Once more into the fray." She voiced as she pressed it, quickly typing her teams name. The console accepted and a second text box appeared beneath it, Ruby glanced at Jayce and walked passed him towards her team.

Jayce took another breath as he pressed it, he stared at it for awhile, Midnight had never told him their teams name he frowned a moment, following the other teams it would be the letters of their name.

He shrugged and typed MJDI into the small box, the screen flashed red and he sighed "Of course it wouldn't be that simple." Jayce huffed.

"Ah, Mr. Amethyst when you were entered into the system you only had a two man team, the teams name hadn't been decided so Midnight would not have had a name to give you, whether he wanted to or not," Ozpin explained as he strode up to the small console "However, after examining your leaders motivations, I selected a team name I believe is truly fitting, as I can see the trait in each member of his team."

Ozpin smirked at Jayce's confusion and leaned passed him, typing in a the single word.

'WARD'

"Fitting." Ivara voiced as she walked up behind Jayce, Daera hovering near her shoulder.

Jayce glanced at the pair, Daera wore an intricate arm guard that covered his entire forearm snugly, a black hood hung loosely around his head and his white scarf had been pulled down "I think Midnight would like it."

Jayce nodded in agreement "Yeah, he would." Jayce paused for a moment setting his jaw and rolling his shoulders "So let's go get our leader back."

Daera flashed a toothy grin "What do you say sis? Time to rescue our valiant captain?"

Ivara shot him a look and followed after Jayce, Daera shrugged and drew his scarf above his nose, hiding almost the entirety of his face.

* * *

Midnight stared at the date, Beacon was sending students out to shadow huntsmen and huntresses today. He took a breath and looked at the mask in his hands, he didn't doubt what that stranger had told him. As strange as that was to him, he had a feeling team RWBY and the rest of his team would be making their way into this area in the next few hours.

He tossed the mask onto his pillow and glanced around his door as he darted out of the train cart he'd been using as a bedroom, being underground had a weird habit of throwing off his sense of time. He'd already memorized the patrols around the edge of the White Fang's hideout, slipping between them was easy enough.

He took a full breath of the air above ground as he started scaling one of the larger still intact buildings, he sat atop a small square of concrete, the tower likely once belong to that of a large apartment building, judging from where the sun was. He say it was around mid day, he glanced up as the rumble of a Bullhead engine met his ears, the ship lurched around and sank low, the doors opened revealing eight people that even at this distance he could recognize each and every one of them easily.

He'd be lying if he said the fact they were there was not relieving. He watched the group exit the Bullhead and land, spreading themselves out and eyeing the surrounding area carefully, the eighth person took a moment longer than the others, but eventually he realized the professional they had been shadowing was none other than Oobleck.

He frowned, Ruby was carrying an awful lot of gear, surely she would understand the necessity of packing light, especially with her semblance, the lighter she was the easier it'd before her to move around.

He would have liked to stay, but if Ivara spotted him before he could complete a few more things his mission would be over, he ducked behind the building and snuck back to the train cart that was his room.

At least Adam wasn't actually at the hideout at the moment, tha would have complicated things, Roman they could easily deal with Adam was someone even his alter ego was wary around.

Rai had been uncharacteristically silent the last few days, allowing Midnight to handle most of the interaction with people. Midnight clipped the mask over his face silently, he exited his room with purposed strides.

He knocked twice before opening the door to the small hub they used for communications, how they'd manage to get a hold of the amount of tech they did still remained a mystery to Midnight and _he'd_ never managed to even speak to the person they got their weapons from.

It didn't take long, he created a simple message that would be sent to every member of the White Fang through the small drop scrolls they used, he'd been given one a small time after he'd joined and he was glad he'd left his actual scroll with Ruby, any member that went on a mission was tasked with smashing the scroll upon their return, whether successful or unsuccessful and they were then given a replacement.

His presence was neither surprising nor unwelcomed in the comm hub, which meant nobody even bothered to ask him what he was doing, so far everything was going perfectly to plan.

* * *

If there was anything she'd learned from all her time learning to be a sniper, it was attention to detail. It may have had something to do with why she liked art so much, detail. Like when a shadow didn't match correctly with its surroundings or when a touch of color is out of place. When a shape is not where it is supposed to be, the edge of her mouth turned further up into a small half smile when a beowolf rounded a corner a few miles ahead of them.

A deep breath to hold as the scope steadied, everything took a moment to slow down and she pulled the trigger, she didn't even know if the beowolf had registered the shot before the round had taken the beasts head clean off its shoulders. Oobleck may have said that following a beowolf back to its pack could potentially lead them to The White Fang.

But everyone was tired, they didn't have time to screw around following animals, something soft bumped her leg and she turned to stare down at the small black and white corgi Ruby had brought with her.

The animal peered up at her, as if reading the snipers thoughts and she rolled her eyes "Of course we are all okay with following you." She voiced to placate the small dog as she went back to her watch, night had fallen and with it the stars were out in full force above her. She sighed as she did a quick scope of the area, to be sure that last beowolf had been the last of the slow moving curious creatures.

She detached the scope from the top of her rifle calmly, the attachment slotted perfectly into the small chest piece that covered her right side. It looked like armor, but it was sort of an elaborate travel case everything a girl needed for a high powered rifle and then some, she never left home without it. It was easily concealed beneath her clothes after all.

"How are any of us supposed to get any rest if you keep firing off rounds every forty minutes." The complaint was met with another eye-roll as she glanced over at her brother.

"Don't be weak," She replied levelly "It was barely six shots and my gun isn't _that_ loud."

Daera flashed a grin as he plopped down beside his sister "You think Midnight managed to learn anything about the people that got dad?"

Ivara shrugged "It wasn't _why_ he left, I'm not going to get my hopes up."

Daera got to his feet and leaned against what was left of one of the walls as he eyed the destroyed city "Do you think dad would have been okay with this? Us becoming Huntsmen I mean?"

"I'm gonna be a _huntress_ thank you very much," Ivara returned simply before glancing outside and sighing "I don't know. He always told us to do what _we_ thought was right. I don't think I made a mistake coming to Beacon."

"Ow!" Daera exclaimed as his shadow clobbered him over the back of his head "What?"

Umbra made a bunch of gestures and planted himself firmly beside Ivara "Apparently he agrees with me."

"I hadn't even said anything," Daera defended with a snap before pinching the bridge of his nose and sighed, he drew his scarf over his nose as he sat down through Umbra who had softened his body "I think we did the right thing too, I was just wondering if dad would be okay with it."

Ivara just shrugged "He might have wanted us to wait a couple more years, but I think he'd be proud." She got to her feet "Well, have fun on watch, make sure we don't die." She mockingly saluted him and dropped down a floor to sit beside the fire the others had made.

Daera eyed the decrepit buildings around him again and sighed, Umbra poked his left temple and he eyed his own shadow in irritation "You're not going to stop are you?"

Umbra shook his head.

Daera sighed, it wasn't that he was having second thoughts about being a huntsmen. He still very much wanted to become one, but his motivations had made him question himself. He wanted to find the people who killed his parents and do what? Kill them? Would that end it? Would that make him feel any better?

He doubted it, he remembered his dad quoting a saying a lot.

"He who craves revenge must dig two graves."

His mouth twisted into a grimace, dying didn't frighten him. But he wouldn't let Ivara go down with him, he was technically older than her. By four minutes, but that time existed. So he was an older brother, therefore it was his job to make sure she was alive long enough to date someone he could hate and have brats that he could spoil so much they loved _him_ more than their dad.

Yeah, that'd be the life.

He didn't notice Ruby follow Zwei outside of the building.

* * *

Ruby padded after her dog in minor annoyance, the small corgi was a little bit too adorable to ever be actually _mad_ at per say but the dog did occasionally do things that irritated her. Like drag her out into a wasteland to go to the toilet.

"Zwei, Wasteland," She gestured around herself "You literally could have done that anywhere."

The corgi yipped at her and she opened her mouth to respond before a black glove snapped around her mouth, muffling her sound as she was pulling into one of the side buildings, Zwei followed curiously after his master as she was pulled into a building.

Ruby managed to wriggle free of the grasp and turned around to punch the person who had grabbed her before her eyes fell on a familiar mop of blue-black hair, the scar and dark amber eyes of Midnight.

The faunus pressed a finger to her lips before she could speak and he glanced outside worriedly, two White Fang members walked passed them.

"Then there's fricken Jenkins, you know who doesn't have to walk around a decrepit destroyed ancient failure? Jenkins doesn't that's who!" One of the guards snapped in irritation.

"Would you shut up for five minutes I think I actually heard something," The second guard retorted flatly as they padded passed "Hm, must be my imagination."

"Wouldn't have had to imagine if it fricken Jenkins had to do patrol _ever_ ." The first guard complained, he was met with an annoyed sigh as the two continued on their patrol.

Midnight released her and she waited a moment longer to be sure the two guards were well out of earshot before whipping around and punching Midnight square in the jaw.

He winced and his hand cradled the edge of his jaw as he moved it to speak "Yeah, I probably deserved that." He admitted simply. Ruby glared at him for a few seconds.

"Probably?" She gritted out in frustration.

He chuckled as if this was all expected "Okay, yes, I definitely deserved that." He amended quickly, his hand was resting on Ruby's arm, an action she probably would have noticed if she wasn't trying to process the rage currently coursing through her system.

"You're an idiot!" She snapped "You should have just told me properly, I'm so tired of you hiding things and don't say you've hid nothing, we both know you're a bad liar anyway and your even worse at hiding things."

Midnight listened to her attentively, thumb rolling idly against her forearm "Then you just leave me with a letter! A letter! What did you think would happen if you just _told_ me?!"

Midnight tilted his head "So you read my letter?"

She frowned, knowing he was trying to change the subject, although the words did jump back to the forefront of her mind unbidden "Of course I read it!" She snapped at him, moving out of the small building they had been taking cover in.

He followed her out calmly, the fact that he was so calm annoyed her more, he should be trying to defend himself, or look hurt or have some kind of expression beyond that stupid semi-smug smirk on his face.

"I didn't tell you because if you asked, I would have stayed." Midnight finally spoke, his smirk slipping as his face set seriously, his hand brushed something attached to his belt and he realized it was her old music player, set snugly on his person "I _couldn't_ tell you, because I _needed_ to do something and the day you caught me leaving I so nearly turned right around and came back, just because I'd knew you'd be confused…and probably _hurt_."

He rung his hands nervously "I don't have the kind of willpower for that Ruby, I don't want to see anyone close to me hurting or in trouble and I knew it'd be _me_ hurting you and it's made _so_ much harder because of these damned _feelings_ I have for you." He winced slightly, that sounded wrong, he'd had everything planned out so much better than this. With his triumphant return he had everything set out, there was no way he could screw it up.

But she'd been _here_ , she had been so close to him and he couldn't resist the urge to go see her again, it'd been a month. Then she'd nearly gotten caught by the patrol and now he didn't know what to say.

"That's not right." He voiced, his brows furrowed as he tried to reorder his thoughts, Ruby padded towards him slowly placing her hand against his arm and smiling reassuringly.

"It hasn't exactly been all fun times and laughs while you were gone for me either," Ruby began calmly "You know, I've beaten _every_ single one of your simulation scores."

Midnight lifted a brow in surprise "Uh…why?"

"Because it was easier than thinking!" Ruby snapped, frowning herself "You'd just left, you'd given me a letter and pretty much disappeared. You even left me your scroll and your sword and you were just _gone_. Then the tracker had appeared and everyone was relieved but I couldn't be _positive_ it was you. What if they'd been torturing you?! What if they had fooled us the whole time and you were already dead?! What the hell was I supposed to do then? How was I supposed to tell you that I'm…"

She trailed off and glanced up at him, she'd progressively gotten louder and more erratic, speaking quicker as was her habit when she was nervous or overwhelmed. She took a deep breath.

It was neither the _time_ nor _the place_ for this conversation. There were too many dangers around them, Midnight eyed her for a long stagnant silence "You know, you really have this _awful_ habit of throwing wrenches into all of my plans."

Ruby chuckled nervously and shrugged "What plans would those be?"

Midnight sighed "I told you in the letter, I told you before I left, well I guess I mouthed it before I left. Did you get that by the way?"

Ruby colored slightly and nodded, Midnight's own cheeks tinted as blood rushed to his cheeks and he took a deep breath "I had this whole plan, it was going to romantic and wonderful and _fitting_ , it wasn't going to be in the center of a wasteland above a large number of people that'd _really_ like to kill us."

Ruby's eyes widened slightly, there was no way he was just going to just blurt it out right here? Despite the situation, well it wasn't that she didn't _want_ him to, no there'd be very little else that would make her happy as she thought about it at that spot. But she was having a hard enough time keeping her own stupid thoughts in check as it was.

Midnight glanced around for a moment "I sort of promised myself I'd say it properly to you next time I saw you."

"I'm in love with you." Ruby beat him to it and his eyes widened in surprise.

"Uh…" He let out dumbly and Ruby's mouth split into a large stupid grin "I figured….what the hell." She shrugged as Midnight stared at her.

"I don't even have it in me to be surprised anymore." Midnight sighed, his forehead resting against hers lightly.

She grinned "Well, one of us has to be interesting."

Midnight scoffed "So _I'm_ the serious one now?"

Ruby wrapped her arms carefully around his chest and nodded into it "Mmhmm."

Midnight looked around, the location was…lacking, he shrugged following after Ruby's previous statement 'What the hell.'

"I love you too." He whispered "Now, let me show you guys how to get in, I need to get back before they realize I'm gone."

Ruby snapped back into seriousness instantly, she followed after him stealthily. Midnight's boot struck something lightly and it yelped and his head snapped down in surprise. A small black and White corgi was staring up at him….

Was he being challenged? Why did the urge to growl suddenly overtake his entire system, he shook his head at his own foolishness "What are you doing out here little guy?"

"Uh, I may have brought him." Ruby admitted as she crouched in front of the small dog "I kinda forgot you hadn't met him, Midnight this is Zwei, Zwei Midnight."

Zwei yipped and Midnight nodded towards the dog calmly "You never told me you got a dog." He voiced quietly as he peered around.

"Give me a break, it was a bit after you left, I didn't have any friends and I was kind of lonely." She returned simply

Midnight glanced at the small dog that had become his replacement after he'd gone to train with Qrow "Thanks for looking out for her little buddy." He held his fist out towards the dog and the animal bopped his knuckles with its snout.

"I am, right here." Ruby voiced with a blank look on her face, Midnight shrugged.

"It's right across the street, the safest time to enter would be right as the sun comes up, the patrols change and good part of the faunus here are nocturnally based. They have trouble with the morning shifts," They moved to dart across the street and Midnight felt the ground beneath his feet shift dangerously as Ruby stepped on the patch behind him it crumbled, the girls eyes widened as the sudden shift cause Crescent Rose to fall onto the ground beside the hole and Midnight leapt over, catching Ruby's wrist. Midnight grit his teeth as he began to pull Ruby back up out of the hole.

Then the ground beneath him groaned, his eyes widened as the concrete slipped forward and his stomach tumbled as he used his other hand to toss Crescent Rose out of the hole as he fell he rotated and threw Ruby, she caught the edge of the hole and fortunately the ground held. He toppled through the air rolling over to reset his landing late and landed with a painful crunch reverberating up his arm.

He let out a shout of pain and Ruby glanced over her shoulder down at him, she lifted herself enough to see Zwei watched her worriedly "Zwei, go get the others." She commanded, the dog barked and Ruby hoisted herself up and shifted around, planting her feet against the roof of the massive cavern and launching herself down. She landed beside Midnight deftly as he rose to his feet slowly, he was cradling his arm. She felt the air around them drop a few degrees and realized he'd used his control over Ice to form a brace.

He tested his arms movement and clenched his fists, it didn't seem too bad. The bone wasn't out of place and seemed together. The brace he'd created around it should prevent further injury.

He heard a shout of alarm and his head snapped to Ruby as she spoke "You need to get out of here," She voiced simply "Zwei will alert the others and they will figure out a way down here, if you get caught I've got no back up."

Ruby stood their worriedly staring at him as the small window they had trickled towards an end "Okay, but the moment _anything_ happens I'm blowing my cover." He agreed quickly as he darted away, a door opened in the wall as Midnight's body seemed to simply blow away, disappeared completely.

Her eyes widened, he'd gotten control of _more_ since he'd left.

Two guards walked towards her "Who are you?"

"Uh, pizza delivery for evil organization?" Ruby replied nervously, flashing her hands in surrender.

Midnight slammed through the door of his room, slipped his mask onto his face quickly "Rai, I hope you're ready for this."

Rai remained silent, instead Midnight just felt the conscience grin widely "We will bury them."

Midnight rolled his eyes slightly as he exited the train cart, falling into step behind the two guards that were escorting Ruby to where Roman was standing, Ruby sported no visible injuries. So the guards managed to remain underneath his radar for now.

"Uh, sir…we found something." The lead guard spoke nervously.

"Well, is it good or bad Perry?" A large chunk of metal flew out of the train "Cause let me tell you I have had a day."

"It's a…little girl?" The guard relayed unsurely.

Roman's head emerged from the cart and he flicked his cigar "That would be bad." Roman noted as Ruby gave him a wave.

"We really should stop meeting up like this, people might start to talk." Ruby joked as Roman stomped down in front of her.

"You're pretty good little Red," Roman admitted calmly as he gestured for the guards to push her after him. They walked a small distance from the train, Midnight flanked the two guards silently and calmly, aware that they were still completely unable to see him.

"So how about you tell me who you found this place?" Roman asked simply

"I'm lucky." Ruby countered flatly, glaring up at Roman defiantly.

"You get Midnight," Roman pointed to one of the guards and the man nodded before darting off to where Midnight would usually be "We are gonna have a little chat with your old friend."

"Why would I talk with that _traitor_?" Ruby snapped venomously, Midnight had to commend the small girls acting skill, she shoved at the guards harshly for extra emphasis.

"Well, that's a strong reaction," Roman voiced "I'd do something like that as well, if I was _trying_ to cover for people, unless you wanna give me another reason why this boys betrayal caused this?"

Ruby's mouth tightened into a thin line "I trusted him, with _everything_." That was all that she needed to say, Roman's eyes lit with mischief as he laughed.

"Oh, little Red, little Red, you fell for the _Wolf_? What kind of odd poetry is this? I wonder if he returned your sentiments?" Roman laughed loudly as Ruby slid her leg back, she shoved hard into the guard holding her, the man's leg caught hers and he toppled. Ruby launched forward slamming her elbow into Roman's stomach and yanking his hat down over his eyes before darting away.

Roman fixed his hat and rolled his eyes, he reversed his cane and the hook shot out, catching Ruby by the neck and drawing her back to him "You're certainly much easier to handle when you don't have that oversized gardening tool with you." He voiced simply as he grabbed a handful of Ruby's hair and ripped her to her feet, her let out a cry and Midnight's blood began to boil as he walked forward, Roman glared down at her and lifted his other hand, preparing to punch Ruby for causing trouble.

Then the fist met with air and stopped, the echo of the fist striking a palm echoed around them, Midnight's body progressively appeared in front of Roman, his left eye glowed darkly through the mask he was wearing, with his other hand Midnight his the button on his scroll, every scroll on every member of the White Fang around him beeped as he stepped forward his shoulder slammed the surprised Roman backwards and the man rolled over and landed on his chest.

Midnight's finally stood completely in front of him, the cracks that represented the illusion around him falling to the ground in front of him. It had taken almost the entirety of the last two weeks to figure out how that stranger had managed to simple disappear from in front of him.

The combination of air and lightning was _incredibly_ difficult, but he'd gotten it. It effectively creates an image of everything behind him and puts it in front of him. It was perfect for quick stealthy movements, but anyone with any sense could detect his use of Aura and figure out where he was.

Roman was not a person with the senses require to tell the Aura's of his men apart.

The mass message he had sent offered one simple thing.

An alternative.

Midnight planned to create an organization that would be a new voice of hope, for faunus _and_ human alike. They'd be guardians, devoted to making the world a better place, _together_ , every member of the White Fang was offered a position and told if they wanted to accept it, they would leave the base and get out of both himself and the other Hunters way.

He saw a number of guards glance at each other nervously, Roman glanced down at the message himself and glared at Midnight before crushing the scroll in his hand. Midnight pulled the mask of his face and the thing shattered as he charged it with lightning.

Ruby glanced at Midnight for a moment, his left eye glowed darkly and his mouth had split into a strange half smile "Ruby I think it's time you go get the others."

The slightly layered tone caused her to pause, it was like there were two very different voices coming from Midnight, but Midnight was still right there in front of her. A loud explosion rocked the cavern and she turned around.

"Looks like they are already here." Ruby voiced with a grin.

Midnight's eyes didn't move from Romans, at this point every member of the White Fang that wanted to leave had already done so, Midnight wasn't surprised there were very few in the area they were in. Adam had selected only the most fanatical to be a part of Roman's team, the man ran the White Fang well, sending the more idealistic members into the outreaching villages to 'help' people whilst he kept the stronger and fanatical fighters close to Vale to assist in the attack.

"Looks like your stunt didn't get you any advantage." Roman growled as he glared at Midnight.

Midnight titled his head slightly, his eyes darting around "Looks like I might end up with an even fight."

Roman's eyes widened, there must have been two hundred men still in the cavern around them, not including the arsenal they had in the train and the men that would have remained in there. What kind of reinforcements were coming for him to be that confident.

Roman shook his head sharply "Get rid of them!" He shouted the order and the White Fang members rushed them.

"Rai, crush them." Midnight voiced calmly.

The boys grin widened as lightning crackled between his fingers, Fire hovered above Midnight's right hand as he walked forward idly.

"With pleasure." Rai growled as they lowered and launched forward, Midnight twisted, he struck his fist with his palm for a moment and threw it forward, the punch collided with the mask of the closet opponent and the force continued through the next two, dropping the three quickly.

He shifted, a second punch flew passed his chin and he dropped low and swept the kids leg out from under him, he grabbed the opponents arm and swung him around sending him careening into another few White Fang members.

He jumped over a low kick and was forced to roll as another sword came slashing down at him, he rolled over the lower faunus's back and threw a kick out, catching the chin of the man who had kicked at him and landed deftly, delivering a quick elbow down on the man he'd rolled over.

A bullet whizzed past his ear and he glanced at the shooter, Ivara sent him a quick two fingered salute before she changed positions.

* * *

Blake sent Gambol Shroud flipping away from her before drawing back on the ribbon quickly, the weapon whipped around her and she crashed as her ears twitched Yang rolled over the top of her and shifted, Crescent Rose unfolded behind her and she launched it like a Frisbee, the weapon spun through a large crowd and Ruby flipped up over it, she caught the handle as was pulled with the momentum of the throw, she twisted and curled, turning the weapon in her hands as she rolled over and landed on the ground, her boots scraping along the dirt as she planted to tip to bring herself to a stop.

Yang continued passed her a large grin on her sisters face as she shifted her stance and slammed a powerful punch into a White Fang members face, shattering the man's grimm mask and sending him flying across the cavern.

* * *

Apparently a few of the White Fang figured because Jayce had not visible weapon he'd be easier to take out, he stood calmly beside Oobleck as they'd agreed when they'd first busted into the cavern, his eyes trailed over the people around him calmly and he walked forward, his mouth splitting into a slight grin as he stepped into the center of the circle the White Fang had created around him.

One rushed towards his front whilst another approached behind him, but a lot could change in a month.

He shifted the swords flew passed him, mere inches from actually striking his skin, he changed his footing and threw his arms towards either attack, metal splashed towards either of them before sharpening, effectively turning each attacking member into a pincushion. He held his palm open in front of him and the metal that had once made the swords of his enemies floated above his palm. The others hesitated before they rushed him.

He shifted, they had clearly noticed how he had turned their weapons against them, so they opted to go after him with hand to hand combat, he twisted between their strikes deftly, he kicked one low and the man dropped to his knee. Jayce shifted his hands and the metal pooled into a wide circle, two punches echoes against the now hardened metal loudly and the outside spiked outwards, the men let out shouts of pain as their hands were skewered, blood spattered and mixed through the metal. Jayce pulled the metal around in a circle, separating the metal from the blood and rolling backwards acrobatically as a kick flew towards his head.

He slid to a stop in a crouch and flicked his hands into the air, the men glanced down at the ground and their eyes widened. They hadn't even realized they were standing exactly where he wanted them too.

The metal he'd been recently been standing on extended into the air, impaling the remaining living members like a large spike trap, he got to his feet calmly and wiped some blood off his cheek idly.

* * *

Midnight's ears perked up slightly as he heard the train hiss as it began to move, his eyes widened when he realized Roman had decided to go through with the original plan regardless of their level of preparation., As the train began to pick up speed he grabbed a hold of a railing on the side.

* * *

Blake returned her weapon to its sword and leapt at the train, ramming it through the side of the aged metal as he used the weapon to hoist herself to the roof, she let the weapon shift and pulled it up by the ribbon.

* * *

Yang had been running towards the train when it started, she launched into the air and fired down, giving herself a bit of extra launch as she carried the roof, a White Fang member climbed out of the roof as she landed and she rushed him, kicking his legs out from under him and flashing him a quick wink as she slammed him back through the trap door he climbed out of off.

* * *

Jayce had noticed the other members of both RWBY boarding the train, he glanced at Oobleck, the professor eyed him for a moment and pushed his glasses back up with a finger "Looks like we are boarding a train." Jayce bent down and gathered up Zwei before launching towards the train, slotting between two carts deftly and making his way into one of the carts, Oobleck apparently followed him because the teacher swung his way through the open cart door a few seconds later.

That's when they heard the first explosion, the cavern rocked and the pair eyed each other worriedly, darting to the center of the train cart and opening a trap door and a large metal object dropped to the floor at their feet.

"Oh dear," Oobleck pushed his glasses "That is a bomb and a very large bomb at that."

Jayce stomped his foot, the train beneath the bomb warped and bent he opened a hole in the wall of the train and tossed the bomb out, the weapon rolled along the ground and the pair watched as it bounced before finally exploding, opening a large hole in the wall and roof of the long tunnel. A large number of Grimm moved into the tunnel and began following after the train.

* * *

Midnight grit his teeth as lightning charged between his fingers and he slammed his palms into the floor of the train cart he was in, the charged snapped down the walls, it didn't shut down the train, but the bombs they'd placed were weak against electrical attacks. Hopefully he built up enough of a charge to short out the remaining explosives.

He slumped down against the wall tiredly. He heard two more explosions, the shock didn't manage to short before the cavern ceased it's incessant shuddering. Still, three explosions meant a lot of Grimm.

* * *

Ivara dropped through a trap door and landed with a light thud, she heard a number of weapons being drawn and held her hands out to either side of her "Uh, wrong train?" She questioned as a large number of White Fang members turned to stare at her, eyeing her rifle momentarily.

"You'd think a sniper would have more sense than to walk into an enclosed space like this." One voiced threateningly.

Ivara shifted, rolling her rifle over her shoulder in a practiced movement and firing into the man that had spoken, she grabbed the lever of her rifle and rotated the gun around her, completing half of the mechanism before dropping under a punch and bringing the weapon back around, snapping another round into the gun as she slammed the side of the weapon into the side of the man's head, she spun dodging another slice and placed the barrel against the attackers chin, she heard him draw a sharp breath before she fired, spattering the back of his head against the trains walls. She pulled her dagger free from its hiding spot in her hair and ducked, rolling the rifle over her finger to load another round as she lifted it to block and overhead strike, she shifted her foot and stepped forward slamming the butt of the rifle into the side of the attackers head.

She jumped back and fired another shot, it struck the man's arm and she rolled around, her hair pin shifting to a dagger with a quiet click.

She blocked another strike and reversed her grip on the weapon, she slashed across one attackers stomach and drove the knife into the man's neck, she heard the click of a gun and ripped the knife free and launched it in a quick throw the weapon struck the man who had readied the gun with a light thud and he dropped to the ground.

She whipped her gun around low and fired another shot into an undefended opponent as she flipped into the air, she landed on another man's shoulders and kicked him into the air, cocking the mechanism and firing, the round slammed into his chest and sent the body slamming into two men behind him.

A sword sliced up at her and she blocked, her eyes snapped to her left and her ear twitched she let go of her rifle and rolled to her side, the weapon clattered to the ground as it was thrown away from her.

She'd taken a solid portion of the man that had been in the cart out already, leaving her with around ten White Fang members glaring daggers at her.

She shifted her stance and brought her hands up to either side of her face the man she had shot in the arm grinned widely "I am going to enjoy this." He voiced darkly.

Her aura pulsed outwards, and the gauntlet on her arm pulsated a bright shining white for a moment, before her fingers sharpened to points, small sections of brightly lit armor attached themselves to parts of her body. Finishing with a brightly lit circlet resting on her head, her mouth split into a slight grin.

The men hesitated a moment a moment before she launched forward, she striking the wounded man in the stomach and he lurched forward and coughed, she slammed her elbow into his back, the man's body slammed into the ground that the metal beneath him warped down.

* * *

Daera waited patiently for his sister finish mopping up the remnants of the cart as he had already finished tossing anyone who came top side of the train into the tunnel, he was seated calmly above the hole Ivara had dropped down when he'd felt the train cart groan beneath him.

He lifted a brow, that meant she'd been disarmed, it was Ivara's own ploy to learn to use a sniper, the dagger helped out. But she had always been at her core a power fighter and her Semblance helped her immensely in that regard, turning light into armor, a weapon.

Those loud thuds just meant someone else had realized the mistake they had made, well, he gave them props for lasting a long as they did.

Then the train cart lurched with a mechanical crunch and he glanced up.

Right, stolen Atlesian armory. You'd think the White Fang would have used _those_ earlier. A pair of Paladins were running towards him, he leaned forward glancing down the hole at his sister who glanced up at him. She'd retrieved her weapons and her hair was back up in the small pony tail she wore it in when he dagger was hidden. "I can't let you have all the fun, try and find Midnight that lightning blast probably took a bit out of him."

She nodded and darted out of his line of sight and he rose to his feet slowly as the leading paladin shifted back and threw a pistoned punch at him, only for the metal to slide through the chest of his shadow Umbra. Daera tapped the Paladin's cockpit with his fist "Come on man, you gotta at least _try_ and hit me."

He flipped back as the arm of the paladin shot at him, putting a large dent in the side of the cockpit. He flipped back and the second Paladin fired a large shot at him, the shot flew passed his head and hit the wall, a large section of stone blowing out allowing a few more grimm to pour into the tunnel after the train.

He flipped over the paladin and the gauntlet on his arm whirred as he powered it up, a few small wires shot out and attacked themselves to the paladins arm, he flew over the things head and placed his hand against the shadow of the large machine.

The darkness slowly shifted, turning to the inky black, he drew his arm up, the thing wires may have seemed weak, but paired with his Semblance they were practically indestructible, he wrenched back hard and the gun barrel in the Paladins arm was pressed tightly against the cockpit, fortunately for him the other arm didn't seem to have a gun in it at all.

He was glad he was fighting just prototypes, he doubted these weakness would exist to exploit on the completed models. He locked the wires to keep the pilot from being able to fire without blowing himself up, his eyes widened slightly as the first Paladin leapt the second and took a swing at him. He switched with Umbra again, the shadow stared at the metal arm of the paladin as if offended the thing was going through his chest.

Daera slammed his fist against the side of the second Paladin and the still functional arm whipped up to strike at him, he flipped over it, wrapping a wire around the joint at the elbow and leaping off, he slid through the legs of the first paladin and shifted launching a small device along the wire.

The small thing zipped along the wire and slammed into the elbow join, he hit a small button on the edge of his hand and the device detonated, severing the joint at its weakest point, the first paladin whipped around and made to step on him. He dodge out of the way.

"Catch me if you can!" He taunted loudly as he zigzagged out of the Paladins attacks, hopefully drawing all of the pilots attention to him , he slid underneath the second Paladin and the pilot realized, attempting to draw his mech to a screeching halt before he collided with his comrade to no avail.

The second paladin was shoved off the edge of the train and Daera released the wires connected to it, the five thin wires coiled around him, the Paladin rushed him, he threw the wires out to the sides as he slid under the machine, the wires moved around either leg and drew tightly together, The machine toppled instantly as it's movement broke, a large metal bar shout through the foot and locked the mech to the train.

"You'll have to do better than that kid." The pilot taunted as he shifted the mech around.

Daera's eyes narrowed on the joint and he shifted, two small knives flew from his person, embedding into the train around the anchor and he lifted his hand, the pilot seemed to resign himself to his fate as Daera hit the detonator. The train around the anchor was blown free and the paladin toppled off the side of the train and rolled loudly down the tunnel away from him.

Another loud crunch caught his attention and he glanced around to see another set of Paladins, he rolled his eyes and sighed "Oh come on."

A white flashed flew passed his vision as his sister launched from a gap between the carts, she turned in the air and slammed a powerful kick into the Paladins either side of her, the momentum shift struck while the Paladins were still airborne and unable to respond the sudden slam, both toppled over the edges of the train, trying and failing to get a hold of either side of the metal as they rolled passed him.

"Jayce's fount Midnight, he asked me to make sure you don't get killed." She shouted back to him, he sent her a quick two fingered salute to show he'd heard her as he darted passed her.

* * *

Midnight had known who was coming in before they'd actually arrived, he pushed himself to his feet and forced his tired body to stand straight, he wouldn't present any weakness as the masked lieutenant entered the cart.

He knew of the man in front of him, he wore a complete mask, a single line showed the glowing slitted eyes of his enraged opponent, his weapons were two large silver bracers, he lifted his hands and long blades extended out of them, dragging along the ground and sparking as he moved to stand in front of Midnight.

"I always knew you were traitor, I don't understand why Adam ever trusted you." The lieutenant spat venomously.

"He didn't really, I learned almost nothing, but I know enough." Midnight grinned, hiding his exhaustion well.

"We both know that blast you used to short the bombs has exhausted you, surrender I'll kill you quickly." He could see the grin in the man's eyes, behind the smooth mask her wore.

Midnight titled his head "You obviously don't know me very well." His hand dragged over his forearm slowly, Ice forming around the arm and mimicking the blades on each of the Lieutenants arms.

Midnight launched forward, driving the spike towards the man's chest, The lieutenant dodged and Midnight turned the returning low kick with his knee, he whipped around and drove his boot at the man's chin, the Lieutenant leaned back, the boot passing by his nose by a few inches, his masked opponent slashed at him and he rolled back, tumbling away acrobatically and twisting in the air, a quick flourish and a few small silver glints struck the chest piece of the lieutenant with quick thuds. The man didn't even grunt as he pulled the knives free of his chest, small pools of blood beginning to trickle out of the wounds.

Midnight did what he could to keep his breathing even, he couldn't let his opponent know that standing was a painful effort, the Lieutenant turned into a powerful kick and Midnight locked his arm, the kick slammed against the makeshift sling he'd created earlier from the fall he protected Ruby from and his eyes widened as a dull black glow emanated from the man's boot. The sound the boomed in his ear was not unlike that of a cannon and he was sent careening out into a new cart.

He rose to his feet shakily as the man continued to advance towards him at the slow and deliberate pace, a cocky glint to the slitted eyes. Midnight's right arm was rendered useless now. He couldn't even lift it, he shifted slightly standing side onto his opponent, presenting a small target.

He ducked low and launched forward, the lieutenant must have been surprised Midnight was still able to move at such speeds, Midnight slammed his entire side into the man's chest, the lieutenant grunted and Midnight slammed his elbow into the man's gut, another grunt and the lieutenant slipped back, finally unbalanced, Midnight leapt and spun driving a powerful kick into the man's the mask cracked and he was sent sliding back, he drove the blades into the metal at his feet to bring himself to a quicker stop.

Midnight eyed the man with a glare, his mouth still twisted into the grin he always wore in a fight, although his eyes had lost the dark glow they held when Rai was helping him.

Midnight faltered, standing was beginning to take all of his energy, the Lieutenant noticed the slight shift and launched forward. Midnight's eyes widened at the shift in speed, he could barely keep up with the man before, now he could barely see him and that cannon had sounded again.

Midnight held his arm in front of himself and prepared himself with a grit of his teeth. When a thick metal sheet had extended into the air, he'd been forced to back away from a rapidly opening hole in the floor of the train, the two blades protruded through the metal but had halted.

Midnight staggered back and leaned against the wall as Jayce stepped into the cart, sending him a grin.

"Come on captain, can't have you losing to grunts." He taunted as he returned the floor of the train back to normal.

Midnight smirked "This is nothing, I just thought you might want to actually do something today."

Jayce shook his head as she stepped passed the clearly exhausted Midnight, someone followed after him a few seconds Later, Ivara glanced at Midnight then Jayce then at the lieutenant glaring at them.

"I've got this handled Ivara," Jayce voiced simply without turning away from his opponent "Go make sure you're brother doesn't get killed."

She nodded in response and stepped back out of the cart, he watched her leap into the air. Then a loud set of clanks followed, he heard two steps of footsteps above his head then Midnight turned his attention back to Jayce and the lieutenant.

"You manipulate metal?" The lieutenant asked rhetorically.

"Oh, I do much more than that." Jayce replied simply as the metal of his armguards bent around his fists and extended into two long blades and he launched forward.

The pair crossed blades and locking against each other, Jayce was the first to shift hopping back and stepping in quickly slamming a kick into his opponents inner leg, the masked man grunted and slipped back a bit he retaliated by driving one of his blades, Jayce moved to the side and stepped in, weaving around the strike and driving his own blade towards the man's midsection, The lieutenant dodged to the side and spun quickly, sending a few fast slashes at Jayce who blocked them quickly. The masked man stepped forward abruptly and launched his foot forward Jayce caught the movement and flicked his hands up, the metal beneath his feet extended into a plate and took the kick with a loud clank.

Jayce threw his hands forward as if he was shoving something and the metal spiked into the lieutenants foot, the masked man had managed to avoid most of the damage but he was toppled and staggering back when Jayce vaulted the plate, the metal moving back into position as he landed on it and it angled for him to kick off, he dragged his hand along the wall and the metal of the train turned in, spiraling in a blade towards the Lieutenants chest, the man moved to dodge and Jayce stomp his foot, the metal beneath the man's feet flipped up catapulting the Lieutenant straight into the spike.

Jayce stood straight and the train cart returned to normal around him.

He walked over to Midnight and the two left the cart and clambered up a ladder to get to the roof "We are going to be running out of tunnel soon." Midnight voiced as they got over the roof, the fighting on the roof of the train was not contained towards the front, Oobleck was apparently dealing with the few remaining paladins the White Fang had stolen.

Jayce narrowed his eyes to the front of the train "We are running out of tunnel now."

Midnight could see the massive metal doors that sealed the tunnel off from Vale approaching them quickly and he pushed himself a step away from Jayce, who eyed him curiously as he clapped his hands together before slamming his palms into the ground.

The box of Ice launched around the rapidly and Jayce pulled a large section of the train and wrapped it around them as an extra layer of defense.

Then the train hit the wall and the pair of them were thrown violently into the walls of the small room they'd created.

* * *

None of them knew how long they'd been unconscious, in the few moments before train had slammed into the wall it was a rush to get a wall between then and the wall they would inevitably splatter against. Midnight staggered from the wreckage, his vision blurred dangerously as he grit his teeth and hoisted Jayce up. Both them alive, but more than a little worse for wear.

They were in the center of the large square Ironwood tended to make his announcements from, A large plat of metal was booted across the square and Ivara and Daera fell from the precariously upturned side of the train with a groan.

"That's it. I hate trains." Daera voiced loudly as he rolled over and got to his feet, he seemed mostly uninjured, as did Ivara who followed after him.

"What kind of plan involves turning your train of supplies into a battering ram. They can't have thought that'd work." Jayce gritted as the group fell to the ground in the square.

Team RWBY crawled from a small crater and fell beside them, Midnight crawled over to Ruby and lifted her head, she smirked at him tiredly. Her only injury being a small cut above her right eye, she was considerably better off than him. With his lack of aura beginning to weigh on his every movement and his broken arm.

"The train was only part one of the plan," Oobleck voiced energetically, apparently the professor had conserved enough Aura to heal correctly after the crash "Those grimm in the tunnel with eventually arrive here, with the weakened ground and many open gaps in the concrete, they will have no trouble forcing through."

Right as he finished the massive head of a King Taijitu slammed through the crater RWBY had been collapsed in, the two teams slowly made pulled themselves to their feet as the ground erupted around them, people screamed and smoke billowed into the air as the alarms blared.

"Still want to be a hero?" Midnight asked playfully as he straightened properly and shoved the exhaustion from his mind harshly.

"Please, I live for this." Ruby scoffed, shoving off her own tiredness.

"Fantastic." Daera voiced from his position still on the ground, he pulled himself to his feet.

"Yeah, yeah, we are all still alive anyone got a plan to keep it that way?" Jayce asked.

A civilian screamed and Oobleck responded, being the fastest of the uninjured or exhausted students.

"Well we can't let an old man out do us." Yang voiced simply as she slammed her gauntlets together and grinned.

Midnight glanced around himself, the grimm had them effectively trapped in the large square, A bullhead whirred overhead and the group glanced up as team JNPR launched themselves from the side, flanked by professor Port, who moved to assist Oobleck in hedging the straying grimm away from civilians.

Jaune withdrew something from the plane before leaping, he landed across from them in a steadily expanding circle as his team went to work on the grimm around them, He twisted and launched the large sword towards Midnight.

"We've only got one rule," Midnight shouted loudly as he darted forward with energy he didn't know he had "Don't get killed. Funerals are such shitty affairs."

He caught the blade in his hand deftly and brought it down, slicing through the center of the nearest beowolf to him, he swung the massive weapon around and rested it on his shoulder.

A loud screech caused his head to snap into the air as a juvenile Nevermore dived at him, He heard a shot and Ruby spun through the air, cutting the critter in half before she rotated around and fired again, launching herself into the ground as she spun Crescent Rose.

Midnight launched into the group beside her, carving a path into the center of the grimm that had been drawn to the flashy fighting style and sliding to a stop beside Ruby.

The girl lifted a brow as the battle held for a long moment "First date says I kill more grimm than you do?" She offered challengingly.

"What do I get if I win, not that I'm not winning even if I lose with that?" Midnight asked with a grin, a beowolf launched at him and he locked the blade against the beasts claw, he kicked the flat of his boot against it and forced the creature back before driving his blade though it's chest and dragging it through its side, the two halves already began dissolving before they struck the ground.

"Use your imagination." Ruby returned as she fired a shot into a beowolf that leapt at her.

Midnight grinned "Of course milady." He replied smoothly as he split his sword and launched forward. A beowolf swung at him and he reversed his grip and ducked turning into a quick spin he cut through a few of the creatures midriffs and rolled out of the way as one let out a growl and leapt at him.

His sword snapped back, shifting into its small handgun form, he pressed the barrel against the creatures head and fired.

 _That's two_. He thought to himself simply.

* * *

Ruby rolled beneath a clawed swing and rolled her scythe over her shoulder, before slashing up, the point of her scythe sliding through the wolfs chin and sending it into the air. Ruby flipped and fired herself into the air, using a dying beowolf as a spring board, she hovered a moment as the wolves beneath her howled and leapt after her.

She spun, shots ringing in her ears as she counted and continued to rise into the air. She shifted, locking her weapon and firing back, launching herself back to the ground. She rammed the point of Crescent rose into the ground and rolled as she slammed her palm into the hilt, rose petals falling behind her as the scythe spun like a top and spun over her side, she rolled underneath the whirling weapon and planted two feet into a beowolf's chest before kicking off and catching the hilt of her weapon, dragging it around and slicing the creature from shoulder to waist.

 _That's twenty three for me._ She thought with a satisfied grin before she darted away.

* * *

Daera ducked, the beowolf's claw sliding just over his head as he wrapped a wire around its chest and rolled passed it, at this point he'd already latched a number wires around the creatures, he flipped up as a Boarbatusk spun at him. A wire drawn taught beneath it, the creatures rolled into it and split cleanly in half. He drew his hand back, the other wires drawing taught as the small horde of wolves beneath him sliced into a number of small pieces.

He landed with a deft thud. A hiss caught his attention and he turned abruptly in time to make out the massive Taijitu's head black head as it sped towards him. He faded out and swapped with Umbra, placing him in the air behind the black head as the white coiled up into the air after him. He tossed his hand forward, the wires flew from his hand and attached to the ground, he pulled forward slamming both of his feet into the back of the black head as the white head snapped passed him. He rotated around as his wires wrapped tightly around the black heads neck.

He leapt up into the air as the white head snapped down at him, it's teeth sinking into its other half as he once again reappeared above the huge snake. He smirked as he drew his hand back, the wire cut through the black head as the white head pushed it down against the wire.

The white head thrashed around in pain and he slung his wires out behind him like a thin parachute as he dropped passed it, the wires cut clean through the second head and he landed deftly, rolling forward and breaking into a run.

* * *

"Pyrrha down!" Jaune shouted in alarm as he slung his shield at her, she dropped to a crouch, sword morphing to its rifle form and firing two quick shots over Jaune's shoulders, she heard the shield clank against something that growled in pain and Jaune vaulted her, driving his sword into the grimm and rolling along the ground, collecting his shield and sliding it back over his arm in one swift motion.

Her rifle shifted and she launched the spear forward, the weapon slammed through a grimm's chest and she rolled into a quick spin, tossing her shield like a disk and drawing her spear back with her Semblance, a beowolf growled and leapt at her.

She tumbled backwards catching the beats shoulders between her legs and throwing it into the ground in front of her, she pushed herself into the air and slashed the creatures neck as he weapon returned to its short sword and her shield was drawn back to her arm by her semblance.

* * *

Jaune hadn't paused after he'd passed her, dropping into a slid and driving his sword up into the underbelly of a Deathstalker that was attempting to make its way down one of side streets, he managed to cut a few of the creatures legs from its body, having study this particular beast extensively in order to gain the upper hand for when he eventually fought another in the future.

He rolled to his feet and locked against his shield as it's stinger sped towards him, to slammed against his shield and into the air as it swiped at him with its claw, he hopped into the air, landing atop the claw and launched up, slicing through the stinger and spinning. He slid to a stop behind it as the stinger flew against the wall beside him. The deathstalker thrashed and hissed in pain as it rounded on him and set another claw at him, he slid beneath it and let out a shout as he drove his sword into the creatures centre eye to the hilt.

The creature lifted its claws and he almost pulled back when the claws abruptly halted and the creatures body shuddered and dropped with a final hiss before it's movement halted.

He heard a growl and he wrenched his sword free and kicked off the remnants of the armored carcass, slamming his entire body weight into the center of the Ursa's chest. The thing had already risen on its hind legs and the blow toppled it backwards, he drove his sword through the side of its head and staggered back. Stopping himself from landing on his back with his palm. He was slightly bewildered from his tussle with the Ursa and he took a moment to correct and balance himself before he darted off to rejoin the fight.

* * *

Jayce didn't have the energy to manipulate much more than a small fist size balled of metal, the liquid spun and roiled in his palm as he moved, jumping into the air and rolling backwards over a beowolf claw, the small ball extended into a long spike and speared through the attackers eye, the body slumped to the ground and began to dissolve, he shifted the orb flattened into a shield as a beowolf leapt at him, it's head slamming against the flat before he punched the backside, spikes extended forward. Ending the creatures growl, he booted the still dissolving body and flipped over. A swipe passed by under his back and he whirled around, his boot connected with the things head, his eyes narrowed and his shin guard curved down, slicing through the creatures neck, he returned the armor to its previous spot and caught the ball of metal deftly.

He ducked and stepped forward, the metal spiked through the wolves chest and a he heard the Boarbatusk before he sat it. He rolled to the side and the metal shifted into a small cleaver like blade, the Boarbatusk slammed into it and let out a pained squeal as it was wounded and throwing back into the air from the force of its own attack, he leapt after it and brought his heel down. Sending the creature back first into the ground. The metal shifted to a spike and he drove it down as he landed. Skewering the creatures heart. It shuddered once, kicking it's legs in an attempt to flip itself back over before stilling.

* * *

Ivara darted passed Pyrrha "Think you could give me a platform?" She shouted as Pyrrha's eyes snapped to her and she slung her shield low, Jaune slid passed her and battered a beowolf swipe away as Pyrrha lifted the shield enough that it wouldn't come to a halt then let it go.

Ivara used the sliding platform and fired quickly as she slid passed a ground of wolves, she cocked the rifle rapidly and her shots echoed in her ears, a wolf swung at her and she rolled the rifle up, battering the strike into the air as she spun around. Firing a shot into the attackers head and kicking off the shield as Wolves leapt at her, the disc spun into the air, slamming against the three airborne targets and shifting their momentum back. The three shots echoed in her ears and she stomped the edge of the shield and spun, catching it in her hand and launching it back towards Pyrrha, the shield slammed the side of a Beowolf's head and she drove her spear into its chest before glancing at the other rifle user.

Ivara sent her a quick two fingered salute and tumbled back, sliding over an Ursa's swing before rolling underneath a second one, she drew her dagger from its spot keep her hair up and it shifted in her hand. She darted forward, leading with two quick slashed to underneath the beasts arms. It let out a roar and dived at her in attempt to bite her. She leapt into the air, reversing her grip on the dagger and whipping down driving the weapon into the nape of the creatures neck at the top of its spine.

A hiss caught her ears as a Deathstalker approached her, she rose to her feet slowly from behind the steadily dissolving corpse of the Ursa, the creature let out a shriek and it's stinger sped towards her. She holstered her rifle on the magnetic clip on her back and rolled to the side, tossing her dagger into the scorpions middle eye. It shrieked at her again. And her gauntlet began to glow dully as she launched forward, the things claw came around and she rolled the rifle over her shoulder, firing three quick shots into its smaller eyes the blinded creature swung at her blindly, she cocked the rifle and landed atop the claw. The deathstalker felt her landing and launched her into the air.

She rolled a moment before the gauntlet on her arm bulked up considerably and she lifted her arm passed her head.  
Gravity kicked in and she rolled over in a quick flip before slamming her fist into the hilt of her dagger. The ground beneath the strike cracked down and concrete flew into the air as the dagger was driven clean through the scorpions body. The two halves of the scorpion fell in two clean halves on either side of her.

* * *

"Nora, I'm going up." Ren voiced quickly, the girl grinned as she pulled the hammer over her head and he landed on the flat of the hammer lightly. She swung down, launching him hurtling through the air and simultaneously crushing the head of a Boarbatusk into the concrete.

Ren spun as a few young Nevermore's swept towards him, the bullets from his gun quickly thinning out the smaller flying enemies as a slightly large Nevermore passed beneath him, He rolled around and landed on its back, darting towards the top of its head he drove his blades into the creatures shoulder, fortunately the armor hadn't quite developed on the massive bird just yet.

As it moved to shake him off it sealed its fate, he drove the second blade in as momentum threw him down the creatures wing, slicing the thing membrane wide open and the Nevermore let out a screech as it curved towards the ground. He withdrew his gun and fired a small burst of shots into its eye, the screeching halted and he twisted in his landing, embedding his two blades into an Ursa's back.

He rolled forward of the dissolving creature and brushed at his sleeves, small puffs of dust cascading to the ground.

* * *

The hunters in the courtyard glanced up as another Bullhead pulled over them, Midnight didn't recognize the four students that jumped out of the ship, Atlas robots began marching into the square and thinning out the already dwindling numbers of Grimm.

Yang slid passed him, launching an alpha Ursa into the air and wiping her hands together "That's team CFVY, you wouldn't have seen them since you went undercover before they got back from their away mission. They are second years."

The largest of them landed in a large group of Wolves and glanced around calmly as he draw his sword and swung it towards the ground, the concrete and the wolves exploded around him.

A small pale eyed man glanced around unseeingly a moment before he darted forward, the large number of scars on his arms likely a testament to how much work he'd put into mastering the large blades extending passed either of his elbows.

His fist slammed into the top of a small Grimm and he booted the body into an Ursa alpha, causing the beast to swat the small deceased creature away and he took the opening. Launching into a quick flurry of slashes before slamming both fists into the top of the creatures head, the alpha slid along the ground into the center of a large group before inflating and exploding, it's spikes spearing into anything within a short distance.

A fashionable dress girl walked passed him, giving his rear a quick tap as she battered a number of the spikes away from her person with her….bag? Midnight frowned as she flicked her glasses down, as if sizing up the large Beowolf in front of her before she stepped forward and slammed a kick into an area that made him wince.

She brought the bag down atop the creatures head, slammed another wolf across the side as it pounced at her and employed a quick turn and flip to down the last of the three wolves that leapt at her. She stomped on the wolves throat and twisted the heal harshly before she brought the bag to her side and the thing shifted into a large Minigun.

The line of bullets that spewed from the barrel had her inching backwards slowly with the force of the recoil, but the rounds cut a clean line through anything they hit.

The battle ended with Glynda sealing the breaches in the concrete and preventing any more grimm from getting into the city.

* * *

Midnight found a patch of grass and fell on top of it heavily, content to sleep for the next week right in that very spot if he had his way. He heard someone sink down beside him with a relieved sigh, the scent told him it was Ruby and he glanced up.

"I killed one hundred and forty seven." She voiced simply.

Midnight crawled over to one of the trees in the small park, surprised the piece of nature was still stubbornly standing despite the battle that had transpired around it but grateful nonetheless for the shade it provided.

He gestured for Ruby to move closer to him, she crawled towards him and he gestured for her to lean closer to him. He smirked as he leant forward, pressing his lips against hers for a quick second. The girls face heated and she stared at his closed eyes in complete surprise "I won." He voiced simply, still with that irritating smirk plastered on his face.

She crossed her arms "How many?" She demanded

"One hundred and forty eight." Midnight chuckled, Ruby drew Crescent Rose and fired through the head of a crawling Beowolf before an Atlas droid had the chance to finished it off.

Wolf stared at her "That doesn't count, battle was over."

"Nope clean up is still part of the battle," Ruby responded stubbornly "One hundred and forty eight each."

Midnight's eyes trailed over her shoulder and he flicked a knife passed her ear, she turned in time to see it mimic the same action she'd just done to even the score.

When she turned back he'd pressed forward again, this time she met him without surprise, leaning into their second kiss eagerly.

The experience was vastly different.

Blood rushed to her head and her heart pounded against her ribs deafeningly as he hands gripped his collar tightly, she tilted her head and he pressed a little harder against her. Her hands traveled over his arms and he pulled back and groaned when she grabbed his arm.

She frowned as she pulled back, glancing at his arm to see his white coat being darkened by splotches of blood. She all but leapt off him "You're hurt?!" She shouted

Midnight glanced at his arm "Damnit." He cured quietly.

"Your arms bleeding and _damnit_ all you got?! I could have seriously hurt you without even knowing about it." Midnight stared at her blankly.

"It's only broken, it's not that serious." He voiced tiredly

Ruby glared down at him as he rose to his feet with a sigh "The medical staff need to see to any civilians first, I can wait." He wobbled dangerously as he moved passed her and she caught him.

Ruby rolled her eyes "You can't even stand up straight."

He did his best not to lean on Ruby at all as he was limped towards a set of tents Atlas military Medics had set up to deal with the injuries that couldn't wait or needed to be stabilized before moved to proper hospitals. He was deposited in a chair heavily, not even really having the energy to protest as Ruby called a medic over and had them inspect his arm, there didn't seem to be any serious injuries in this tent.

Ruby gasped when they finished lifting his sleeve and he glanced down at the wound, his eyes widened slightly, there was no way his forearm was supposed to look like that, the bone protruded through the side of his arm and cracks of the icy sling he'd made in the tunnel had speared into his arm, creating a number of deep bleeding furrows.

His head dipped back as he slipped into unconsciousness.

* * *

 **A/N: FINALLY DONE! Okaaaaaaaaaaaaaaaay, I know a shitload happened this chapter and it's 60 word pages long and 16000 words, but I really didn't want to cut it into two because I actually** _ **really**_ **like the way this whole chapter flows together I'll be going on small away trip for the next few days so I likely won't update this until some point next week!**

 **Until then, I hope everyone's enjoyed this chapter and I will see you in the next one, peace!**


	15. Chapter 15

Daera stared at the small letter in his hands, a scowl marring his usually smooth features.

 _We regret to inform you_.

Was all he had to read to know he'd been denied again, the fastest way to find his father's killer was to simply review the security footage, his dad had camera's installed, had had them forever. There's no way _none_ of them hadn't caught a glimpse of his father's killer.

But he wasn't a fully fledged Hunter, so they either they didn't care or their hands were tied in this matter.

Neither made him feel any better.

The feeling was comparable to one other, he felt _close_ , it was like the people he was looking for were right under his nose, it was the strangest feeling he'd ever experienced. But he wasn't about to just take a random guess, if he was going to attack someone, he needed irrefutable proof they were his father's killer. Then maybe he'd sleep a little easier at least.

He dumped the letter in the nearest trash can and stalked off to find a training room, he needed to hit something and he needed to hit something hard.

* * *

"Adam may believe he's got the entire White Fang at his beck and call, but hundreds of members left when that Midnight gave them a legitimate out." Mercury voiced in irritation "We took a heavier hit than he's letting on."

"He's intelligent, he knows how to use a persons hatred to get what he wants…after all, it only takes a little direction," She smirked as she watched one of the members of the team that had been quite a bothersome thorn in her side "But you do give me an idea."

"He does?" Emerald asked in surprise, glancing at Mercury disdainfully, he made a face in response and fell back on his hands, watching Cinder calmly.

"We should take steps to eliminate such irritating threats, it won't do if luck continues to favor their side." Cinder began levelly.

"Just say the word and I'll get rid of them myself, it won't be any trouble." Mercury returned pridefully.

"No," Cinder shut down decisively "It's important that we keep investigations into Beacon to a minimum. Fortunately we were able to use Roman's Breach to our advantage."

Emerald lifted a brow "I know the CCT infiltration went by unnoticed but what advantage would this be?"

"The footage from Tukson's Book Trade has been erased, try as they might his children will never be able to discover the real identities of the killers," Cinder continued calmly "Which presents a rare opportunity."

"And that is?" Mercury asked impatiently.

"The best way to defeat an enemy is to attack them from a place they would never suspect, you can't guard against a threat if you don't even know it exists." Cinder smirked as she spoke.

"So?" Mercury asked, still not entirely following.

"She wants us to get close to Midnight's team," Emerald sighed "It'll be easier to remove them when the time comes if they trust us enough to let us be close to them."

"Precisely. We will orchestrate the cracks in the armor that will lead to their downfall." Cinder chuckled

"How close are we talking?" Mercury asked

"I'll leave that to your discretion, as long as it doesn't pose a problem to us, you are free to act as you see fit." Cinder replied "Now, hurry along."

The two didn't need to be told twice, they left Cinder's room with long strides.

"So?" Emerald asked simply

"So?" Mercury returned in confusion.

"Well, I'm relatively sure but you're not gonna attempt to bromance the guy are you?" Emerald asked for clarification.

Mercury scoffed "Your hilarious."

"I know," Emerald returned pridefully "Don't screw this up, I don't want to be on Cinder's bad side _ever_."

"I'm not really eager to have her turn her fire powers on me either you know?" Mercury shot at her.

"You know what I meant play nice for once, I know you're not good at it." Emerald taunted

"Hey, I can be nice if I want to be." He shot back

Emerald just stared blankly at him for a moment.

"That's fair." He admitted with a shrug "But hey, first time for everything right?"

She just rolled her eyes and turned down a different corridor leaving him to find the group of oh so irritatingly positive thorns in their side.

* * *

Daera shifted his weight, rolling to the side to avoid a beowolf claw and popping to his feet, throwing his momentum into a kick that forced his second attacker a few feet away from him, he slid to a quick stop and his eyes darted around the room, the wires around his arm uncoiled slightly and he leapt straight into the air as the pack of wolves pounced at him. He hovered above the creatures backs for a few moments before pulling the gauntlet back, the wires he'd spread around the room drew taught and shredded the pack beneath him, which subsequently exploded into small light particles as the simulation ended.

He landed with a light thud, crouched in the centre of the expansive room, he glanced up at the screen that held his score, he was positioned a few thousand points behind Jayce, who was behind Midnight with Ruby holding her position at number one.

He expected Midnight to be taking back the top spot as soon as his arm was out of the cast it was currently locked in and unfortunately for breaks like the one he had, his aura's healing wouldn't help. At best it'd alleviate pain, but the bone had to be reset and be allowed to heal naturally, so their fearless leader was out of commission for awhile.

"Nice moves." He glanced towards the unfamiliar voice steadily, the surprise he felt never making it to his face.

The girl in front of him certainly seemed familiar, but he couldn't place it. For a few seconds he just sat in his crouched position stared at her face, dark skin, red eyes, mint green hair, then it all clicked.

"You're that transfer from Haven that always gets lost." He voiced his realization aloud and her eyes narrowed on him only slightly.

He flashed his palms "Sorry, We've never talked before. That's pretty much all I know about you."

"I'm Emerald." She introduced with a level smile and an open hand, he rose to his feet and shook her hand.

"Daera." He returned casually as he released her hand.

He made his way over to the regular part of the training room, a simple gym. He hoped hitting something that he could actually feel might actually help him relieve some of his pent up aggression. He started with a few light punches and paused when he realized that girl was just staring at him, she'd sat down on the bench at the edge of the small gym and was just watching him.

He sighed "Did, did you need me for something?" He asked turning towards her.

She shrugged "Not really, friend of mine said there was some eye candy in training room seven, I was curious." She let her eyes trail over him idly to annunciate her point.

Daera glanced down at his attire, a tight fitting singlet and his everyday pants, it was serving a purpose that wasn't entirely intended and he stared at the girl in slight surprise.

"Well aren't you direct?" He returned with a chuckle as he turned back to the bag, he hopped on the balls of his feet a moment before slamming a kick into the side of the bag, the sound echoed in his ears with a satisfying smash and he promptly forgot about the girls presence as he went through his motions.

Emerald sat and quietly watched the guy in front of her, the excuse had come from the top of her head and out of her mouth before she could really stop it. At least it was believable and she had been able to run with it well enough. The surprising thing was that the guy didn't seem to even know she was there after that, usually boys would be at least _slightly_ conscious in this situation.

He didn't even glance at her while he beat into the bag, each blow echoed around the empty training room loudly and the sheer lack of wasted movement in his fighting style was, slightly mesmerizing in a strange way.

The blood that rushed to her cheeks was due to the slight chill in the room.

Well, that's what she'd say if anyone ever asked.

* * *

Unlike Daera, Ivara preferred to deal with her frustration without decimating a poor innocent punching bag, she found herself a nice secluded area on Beacon's expansive campus, a small spot tucked behind a few low hedges under the shade of a large tree.

She took a long breath and folded her legs beneath herself and closed her eyes.

The light around her began to harden and sharpen as she breathed, jagged pieces speared off in multiple directions, reflecting the frustration she was currently feeling. She grit her teeth and glared at the ground beneath her.

"Hey." She was snapped by her roundabout thinking by the slightly familiar voice.

She glanced up at the person that had spoken, silver hair, grey eyes, the gray and black sip jacket and black pants, she frowned moment "You're named after some kinda poison aren't you?"

The boy seemed taken aback a moment "Ah, Mercury. Yeah, I guess I am." He looked as if no one had ever said something like that to him before.

"Well, do you need something from me Mercury?" She leaned back and placed her hands on the ground, tilting her head to the side and raising an eyebrow at him.

Mercury paused for a second, he'd overlooked one detail in his whole plan, he didn't actually _know_ these people, he just knew _of_ them. He'd basically walked up to a complete stranger, he crossed his arms and tilted his head "Nothing comes to mind, but I've been known to strike random conversations with beautiful women."

He smirked, smooth, he thought to himself with an imperceptive nod.

"Doesn't say a lot about your character if you just approach random women, people could get the wrong idea you know?" Ivara replied as she got to her feet.

His face blanked, maybe he was losing his touch? Nah, this girl was just oblivious, that was all.

"Hey, I said beautiful," Mercury replied with a shrug "Doesn't happen as often as you think."

Ivara placed her hands on her hips "So, you think I'm beautiful and decided to come over and talk to me?"

"Exactly." Mercury nodded, letting his eyes roam over her body for emphasis.

"Did you have a specific topic in mind, or were you just gonna see how I responded to you lame first line and go from there?" Ivara asked

Mercury frowned "Hey, it wasn't that lame."

"Oh, no. It was laaaame." Ivara shook her head and let out a slight laugh.

Mercury chuckled "Ok, yeah. I'll admit that definitely wasn't my best moment."

"Oh, it sounds like you're confident you could do better?" Ivara taunted with a grin.

Mercury lifted a brow "Oh, I _know_ I can do better darling."

Ivara placed a hand on her chin as she thought for a moment "Tell you what Mercury," He tilted his head at her "I'll come back here every day at the same time. Let's see if you really _can_ do better."

She didn't give him an opportunity to reply, just strolled passed him "Hang on!" She paused and turned to face him.

"What do I get, if I manage to impress you? This seems real one sided." Mercury called simply.

Her face twisted for a moment in thought before she smirked "Whatever you want, how's that sound?" She replied simply as she spun on her heel and walked away.

Mercury tilted his head a moment before a wry grin appeared on his face "Perfect." He answered quietly.

* * *

"I hate the fact we have to just sit on our hands like this." Adam glanced at his lieutenant calmly, the man was staring over the large map of Vale sitting on the table in the center of his tent "Why must me wait for the go ahead from a _human_?"

"All good things come to those who wait," Adam replied simply "Everything is proceeding according to our plan, even with the hiccup that was Roman and that Huntsmen apprentice."

"I still don't understand why you allowed him into our ranks, you knew he was bad news." His lieutenant glanced at him, clearing requesting an explanation on his reasoning.

Adam rose to his feet and walked over to the table, placing his hand over Beacon Academy "There were many in the White Fang who believed in its original cause, even after I took command. Those weak links simply had no alternative to support the faunus. But now, the boy has given them an alternative, leaving only the faithful and the strong behind. Our numbers have not dwindled dangerously and we recruit more members daily."

"You knew he'd offer his alternative a 'real' White Fang?" His lieutenant chuckled.

"Precisely," Adam glanced out the flap of his tent, a swish of dust blew passed the door and he returned to his seat "See to it that our new recruits are made ready, we will move soon."

The man nodded sharply and strode from his tent, swinging the flap closed behind him.

"Oh? Aren't you perceptive," The familiar voice hummed "Knew I was here and made sure to keep that tongue of yours in check."

Adam concealed his surprise at the voice emanating from behind him well, he had thought the man outside his tent "So, what do I owe the pleasure of this visit Master?"

"Oh please, no need to be so formal, _former_ student, you've abandoned my teachings entirely. But throwing your lot in with humans with _her_ is an intriguing move nonetheless." The man moved around Adam and tilted his head at the battle plan splayed over the table, Adam didn't bother trying to conceal it. The man more than likely already knew every detail of their plan. But he'd long since resigned himself to being neutral in the conflicts of the world around him.

"They are a means to an end, nothing more. The faunus will be respected." Adam returned flatly, hand hovering near his sword.

"Feared you mean," His teacher sighed as he leaned against the table, the gold glint alight in each of his eyes, Adam grit his teeth, exactly like that damned brat "Fear is not respect. It's about time you grew enough to understand that."

"Oh, I understand it perfectly," Adam scoffed "Human's _only_ respect what they _fear_."

He could see his teacher roll his eyes "Stubborn as always," The man disappeared from sight a moment before reappearing a few feet from his left, Wilt and Blush in his hands. Adam's eyes widened behind his mask and he made no move to take the weapon back, doing so would likely not end well for him "Although, this is a fine sword."

His teacher rolled the weapon around his hands a few seconds before sliding the blade out with his thumb and drawing it, placing the tip lightly against Adam's throat, Adam met his old master's gaze unwaveringly. The man had no intention of killing him.

His teacher actually looked saddened as he sheathed his weapon "You really will never learn. I'm sorry Adam, I should have done more for you."

Adam frowned, slightly taken aback by the sincere sounding apology "You did _plenty_. But I will _never_ forgive you." Adam spat, although if anyone in that tent needed forgiveness it was Adam himself.

His teacher laughed, tossing his head back slightly and letting out a barking laugh "You think I'm unaware?"

Adam gripped the hilt of his weapon, expecting his old master to turn into his would-be assassin at any moment.

"I know how you took control of the White Fang, I know who attacked my family. I _know_ who took my wife from me, my _son_ from me," His teacher tone grew darker until it was barely a human voice, a deep animalistic growl emanated from the cloaked mans chest and his eyes glowed a dangerous gold as he stared at Adam "But I can't change the past," His tone shifted immediately, becoming almost jovial "I have faith in the new generation."

Adam frowned as the man strode passed him, in a moment Adam's sword was pressed against the back of the man's neck "Answer me in all honesty. Do you think, there is but a little chance.." His teacher shifted ever so slightly to look at him "..That someone will get the better of me?!"

His teacher's eyes changed ever so slightly, he could tell the man was smirking underneath that masked hood "All the power you have, all the men at your disposal. All of it. Everything is just the same as that mask you wear, you believe it hides your _fear_ ," His teacher's eyes darkened and a gust of wind blew through the tent, slamming Adam in the chest as if he'd been struck "Remember this well _Adam_ ," His old teacher practically snarled his name "Wolves like us _smell_ fear. _You_ are right to fear us, because _you_ do not know what it means to be strong, to hold power."

Adam glared up at his former teach defiantly "What would you know of strength?! You stepped down as one of the weak!"

"The arrogance of youth, I understand. You're young and don't even fear death right?" His teacher crouched down in front of him "The day will come when you meet true strength Adam. I only hope, when that day comes. You've let go of this foolish hatred."

Adam growled at his former teacher angrily and the man rose to his feet "Oh, I'm forgetting myself."

Adam kept his glare affixed on the man as he shifted around to look at him "I simply came here to give you a warning after all."

Again Adam didn't respond, so his old master simply continued "A Wolf is at its most dangerous, it's most terrifying. When it is backed into a corner, be sure to pass that on to your superiors ok?"

He didn't wait for a response, his teacher simply disappeared from in front of him.

* * *

Midnight's back hit the wall of the hallway he flashed his palm in front of himself with a nervous smile on his face "Ruby I _really_ don't think this is a good idea."

The girl tilted her head slightly and grinned in response as she continued towards him "And why's that?"

"Can't we just wait a little longer, till my arms healed properly?" Midnight half begged, half pleaded as the girl continued her slow advance towards him.

"Midnight I have waited _years_ for this we are gonna do it and we are gonna do it right!" Ruby shot at him as she stepped in front of him.

Midnight stared down at her for a few more seconds and his ears flattened themselves into his hair as he sighed "Ok, ok fine. But just keep in mind, I've never done this before ok?"

Ruby inclined her head slightly. The wolf faunus took a deep breath as he stood up straight and placed his hand on the smaller girls waist. Ruby colored slightly. Midnight then held is arm out as much as he could while it was still secured in the cast and sling from his injury during the breach.

Ruby placed her hand over his, his fingers held hers in a comfortable grip.

"Ok, ready?" Midnight asked as he squared his shoulders and Ruby placed her free hand on it, she nodded and he stepped forward slowly as Ruby stepped back, a small smile broke out on his face as the small girl in front of him stared down at their feet with a concentrated frown on her face, she begun to hum the simple three step melody that went with the dance they were doing.

Midnight let out a quick chortle and Ruby glanced up at him and the slight smirk on his face, her face shifted into a slight glare "What?!" She demanded

"Nothing," Midnight replied as he stepped a little faster and spun her around before pulling her back to him, her back thudded against his chest lightly and he leant down slightly "I think the face you make when you're concentrating is cute."

Ruby was spun away again before she could reply and landed against his chest again with a light thud, she glanced up at him and the gentle smile on his face "Still not sure how I feel about being laughed at." She voiced quietly as her cheeks colored.

"Besides that, how come you are so good at this?" Ruby questioned as they continued around the training room.

"I watched Qrow do a few similar dances enough times," Midnight shrugged "I guess I remember some things, besides it's not all that different from fighting."

"Hm," Ruby hummed in response "I guess your sort of right there, except the worst that could happen is I could step on your toes."

Midnight chuckled, spinning Ruby towards himself and dipping down, which forced her to look up at him "I'd rather you didn't do that either."

He placed a light peck on her lips before pulling her back to her feet.

A chorus of clapping reached their ears and the pair jumped away hastily and snapped towards the sound, Yang was seated on one of the benches beside the training floor.

"You get em Sis." Ruby colored scarlet.

"How long have you been there?" Midnight asked, managing to hold onto his composure.

"Not that long, saw the end. Maybe I should rope Jayce into practicing with me." The blonde placed her hands on her hips and frowned as she trailed off into thought.

"I mean, I don't think it'd be that hard," Midnight shrugged calmly "Knowing Jayce he'd probably enjoy it, especially if you made it into some kind of challenge."

"Your definitely right there." Yang nodded

"Did you need something from me Yang?" Ruby asked, trying to determine why her sister was at the training room.

"Oh, right!" Yang exclaimed quickly "We are organizing our shopping trip!"

Ruby let out a slightly horrified gasp "Ugh, girl stuff? Leave me out of it. I'm not going shopping."

"What did you plan to wear to the dance then?" Yang asked tilting her head.

Ruby glanced at Midnight and then at herself, in her usual attire and gestured to it "This."

Yang paused a moment before throwing her head back in a loud laugh and waving it off "Yeah, no. Come on. We are going."

Midnight glanced at Ruby as Yang grabbed her and began dragging her away, the small girl was clearing begging for assistance.

Midnight shrugged "Sorry, not helping you on this one Red, I wanna see you in something nice too."

"Traitor!" Ruby shouted as she was dragged from the room, Yang stuck her head back into the arena after a few more moments.

"That means you gotta wear a suit too." She made a gesture with her hand that was the equivalent of 'I'm watching you' and he smiled nervously and chuckled.

After waiting a few seconds to be sure they'd left he bolted out the door and made a beeline for his dorm.

* * *

He was glad none of his team were currently in the dorm room as he opened his closet and removed the only, even slightly, formal suit he owned.

"There's no way this is gonna work," He sighed as he scratched at his head and removed his wallet, he stared down at the lien inside and frowned "Is this worth eating instant noodles for a month?"

A gust of wind blew through his window, which he had definitely left closed when he left the room that morning, and he rolled to his feet drawing his gun with his uninjured head and he pointed it where he'd heard whoever had enter land.

"Now, now, take it easy pup." The familiar voice cooed, he saw the indentation of someone sitting on Jayce's bed before the person actually appeared in front of him, wearing the same black mask and hooded cloak he had in the village where'd they'd first met.

Midnight put his gun away and sat down on his bed heavily, staring at the man across from him simply "So, what business does my father have with me?"

The man's eyes widened behind his mask, before they softened "So, you _did_ figure it out."

"I had my suspicions after our first conversation, your introduction here gave you away. My father used to call me that, he's the _only_ one that's ever called me that," Midnight replied "So, are you here to give me more riddles?"

The man shook his head "Actually, I'm bringing you a gift," The man brought his hand up, a black and silver card was held between his fingers a moment before he slung it towards Midnight, who caught it deftly "I don't expect you to be chummy with me, I don't plan to muscle into your life. But you are still my son," He could see the man's smile in his eyes "And that comes with certain perks. That right there is your inheritance, from both myself and your mother. I'll be surprised if you manage to exhaust it."

Midnight stared at the card for a few seconds, he was considering giving it back when his father spoke again "It's not charity, so don't think of it like that. That belongs to you. It always has." He reached into his cloak and removed an obviously battered letter, although the seal remained intact.

Midnight could still recognize the seal, even after fifteen years, he traced the snarling image of the wolf that had been pressed into the wax "And what's this?"

"When the time is right, you'll know when to open it," His father inclined his head slightly, the man reached out carefully and ruffled Midnight hair, the boy glanced up at him "We will always be proud of you, remember that…Okay?"

Midnight nodded his head simply "I haven't forgotten our rules or our customs," He chuckled a little after that "I try not to think about them much. But I remember. I'll earn our name again."

His father chuckled and crouched in front of him "My pups become a wolf while I wasn't looking." Midnight chuckled and his father ruffled his hair once last time before the door to their dorm burst open, Midnight took a few seconds to breath properly.

"Midnight!" The faunus looked up with a small smile on his face "Let me guess, you don't have a suit for the dance?"

Jayce crossed his arms in the doorway and frowned, peering around the room a few moment's suspiciously "You alright? You seem a little rattled."

Midnight slid the letter into his coat pocket "I'm fine, I was just catching up," Midnight paused a moment and looked out his window "An old friend."

He didn't know if Jayce believed him or not, but his friend didn't press the issue further "No, I don't have a suit, but Yang wants to practice dancing. _You_ wouldn't happen to know anything about that would you?"

"Not a clue in the slightest," Midnight shrugged as he walked past his friend "You know how she is though."

Jayce just stared at the back of his head a few seconds silently "Yeah, it's probably something like that."

Jayce fell into step beside Midnight after a few seconds "So, got an idea of what your gonna wear?"

Midnight shrugged "Maybe something traditional."

Jayce raised a brow 'I'm going with a tux."

"Ya see, that's exactly why you're boring." Midnight taunted with a grin.

Jayce just shook his head and chuckled as they continued to move.

* * *

 **A/N: I know this took WAY longer than a week, procrastination and lot's off other stuff happened, but I've done a massive cull on my unfinished works and implemented an actual schedule, which will put this fiction on monthly updates! So, at the very least you can expect regular updates!**

 **(I'll try and leave less horrifying cliff hangers.)**

 **I hope you enjoyed this chapter and as always, I will see you guys in the next one, peace!**


End file.
